Agent Carter
by mangaluva
Summary: Set after the events of The Winter Soldier. Hydra are trying to build new super-soldiers to replace their missing assassin, but they really need to learn to label their equipment.
1. Chapter 1

_**00:00, May 23**__**rd**__**, 2014**_

"I'm just going to have a look around, okay?" Jessie said, getting up from her seat at the nurse's station and stretching. "Just to check up on everyone."

"You're too good, Jess," Cassidy sighed, glancing away from the TV screen that was set above the bank of personal alarms. "You don't really have to check on them every hour, y'know."

"I just like to know that everything's in order," Jessie said, stepping out of the nurse's office and walking down the hall. She checked in one room after another, looking in on one elderly patient after another. Her pulse was thrumming with anticipation, but she didn't allow it to show on her face.

_Two years of the most boring covert op on the planet,_ she thought with a sigh. _Two years having to feed pills to old ladies and clean up after old men who wet the bed. Two years of pretending to care about people who just aren't any use anymore. Two years of listening to bugged conversations after every shift… I know there are a few SHIELD higher-ups among her visitors, but they've never revealed _any_ useful intel to her. Why would they? She's so demented that half the time she won't hear or understand what they're saying, and when she's lucid she's much too professional to let them…_

She started breathing a little more deeply, her head buzzing as she approached the room of Margaret "Peggy" Carter. With one assassination, she could finally drop this cover and take on a better assignment. _Assassination_? She thought, opening the door. _The woman's ninety-seven and so confused that most of the time she thinks she's in Nazi Austria. This isn't an assassination, it's euthanasia. _

She closed the door behind her, reaching into the pocket of her scrubs and taking out the corked syringe. She removed the cork and approached the bed where the old woman lay sleeping peacefully. She probably wouldn't even feel it.

"Hail Hydra," Jessie whispered, taking the old lady's arm and injecting the fatal fluid. Peggy Carter would die of a heart attack, in her sleep, and none would be any the wiser.

Perhaps Captain America would suspect something was off. Perhaps not. Jessie didn't know why her superiors had chosen now to assassinate Carter, or indeed why she required assassination at all, but she didn't care. It meant she could have a more interesting assignment at last, and besides, an important part of being a Hydra agent was not to question orders, simply to follow them and trust that you were aiding a higher purpose.

Peggy moaned in pain, shifting in her sleep. Jessie took a deep breath, preparing to scream for help, to run to Cassidy in tears and tell her that Mrs Carter wasn't breathing.

Several minutes past and Peggy continued to writhe and gasp in pain, her groans growing steadily louder.

"Sssh!" Jessie hissed, grabbing one of the old woman's pillows. "Hurry up and—_urk_."

Jessie dropped to her knees after the punch collapsed her windpipe, choking and gasping for air. A foot was the last thing she saw before a sharp pain in her forehead turned everything black.

{}

_**00:15, May 23**__**rd**__**, 2014**_

Peggy Carter slowly opened her eyes as the pain subsided.

She took a deep breath. It felt easier than it had in years and made her head spin. _It's like breathing for the first time,_ she thought dizzily. _Is this how Steve felt, when his asthma was cured by the serum?_

She looked around, discerning the room she was in clearly in the darkness. Her vision hadn't been this clear in decades. _Am I dead_? She wondered, looking around. _All that pain… was that death? Am I a ghost, or does the afterlife seriously look like a bloody nursing home?_

She looked down at the woman on the floor, the one she'd lashed out at. The girl looked vaguely familiar (she was clearly in her thirties, but at Peggy's age everybody who was premenopausal was a girl), but she couldn't place her face. Then again, most things since the early eighties were fuzzy.

_Senile dementia,_ she thought, standing up and stretching. The feeling of her muscles moving without ache or stiffness was almost orgasmic. _And arthritis, too. I remember getting diagnosed, back when my memory started to go…_ she looked at the photographs on the nightstand. They showed her husband, her children, her grandchildren.

_And I remember Tommy's funeral,_ she thought, ghosting her fingers over the picture of her husband, one taken shortly after their wedding in the early fifties. She couldn't remember the last years of his life very well; she remembered him best young and glowing. After the war, he'd taken and endless joy in civilian life. It was one of the things that first attracted her to him. He enjoyed leaving the army so much that he'd never been anything less than completely happy with staying at home, with raising the children so Peggy could work at SHIELD. While he never wanted to fight again himself, he'd always respected her work, and had never had a problem with her keeping her surname for professional reasons so long as the kids used his surname. In her confusion, she'd so often forgotten that he was dead, and then when she'd remembered, it had been like losing him all over again. _But if I'm dead too, now…_ "Tommy?" she said aloud, looking around. "Tommy, are you here? Is anyone here?"

"_Agent Matheson_," a faint, almost indiscernible voice said. "_Report, Agent Matheson._"

Peggy walked around the bed, staring down at the unconscious girl. Tentatively, she reached down, amazed at how easy it was to lift the woman up, to put her on the bed. Her hands were smooth and strong and unwrinkled, muscles filling out skin that was no longer white and saggy and fragile. The sound was coming from the woman's right ear. Peggy brushed her fingers over it and found a tiny, practically invisible earpiece. Peggy took it out and put it in her own ear.

"_Agent Matheson_,_ report_," a voice repeated. Peggy searched the woman for a microphone, and found it hidden in her necklace. She put it on and, pressing the switch she found concealed on the back, clicked her tongue. Back in the day, it had been an almost universal signal for "listening, can't talk" on radio communication, and it had still been commonly used as a signal when she'd retired from SHIELD. Whoever was transmitting evidently took it as such.

"_Agent Matheson, abort the mission. Dr Luskin gave you the wrong syringe. It is vital that you return the syringe that you have intact, do you understand_?"

Peggy clicked her tongue again, frowning. She could see an empty syringe lying on the sheets.

"_Finish your shift, arouse no suspicion, report to base by 0700 with the syringe. Those are your orders. Hail Hydra._"

Peggy froze. There was a click as the person speaking to her ended the transmission. It was several moments before she remembered to breathe.

_Hail Hydra._

That was it. That phrase had woken her, dragged her into semiconsciousness with fear and horror, in time to feel the sting of a needle, and then…

There was an open door across from her bed, leading into her bathroom. Peggy hurried in, flicking on the light and staring at herself in the bathroom mirror.

For a moment, she thought she was looking at her daughter Susan, but no, it was her, a her from sixty, seventy years ago. She hesitantly touched her face, half-expecting to feel the rubber of a mask, but it was real, flesh and blood and _young_. She combed her fingers through her hair. It was still snow-white, but it felt smooth, not dry and brittle.

"_Dr Luskin gave you the wrong syringe._"

"What the bloody hell was in that syringe?" she whispered. There was a groan from inside the bedroom.

Peggy walked back through to see the nurse beginning to come around, hunched over and coughing. Peggy patted her down and found a tiny handgun concealed under her shirt and loose scrubs. Peggy withdrew the gun and pressed the barrel between the woman's eyes.

"I won't kill you if you scream," she said softly, "but you don't need both of your elbows to talk to me. "What was supposed to be in that syringe?"

The nurse set her jaw, shaking her head, even though she trembled as Peggy pressed the gun down harder.

"You're Hydra," Peggy hissed. "I _heard_ you. Were you sent here to kill me?"

The woman continued to keep mum.

"I see," Peggy said, regarding the woman thoughtfully. "So that's how it is, is it?" She pressed the woman back, grabbing her mouth and feeling her teeth. She located the cyanide capsule and pulled it out. "Some things never change," she muttered, dropping it on the floor and grinding it under her heel. "And yet, you haven't used it. Do you think you can still escape, or do you just not want to die?"

The woman continued to remain silent. _If I'm going to interrogate her, I'll have to take her somewhere more private,_ Peggy thought, looking around. _Somewhere that we won't be interrupted. _

Keeping the gun between the nurse's eyes, Peggy reached over and snatcher her chart off of the end of the bed. The letterhead at the top of the front page told her that she was in a nursing home in DC. She skimmed past her medical history and list of medications until she found what she was looking for: emergency contacts. Her son's details and address in London were there, and her daughter's in Australia, but the primary contact, and the only person with a DC address, was her niece Sharon. It took a moment of focus on recollection to bring her up; a sweet girl, blonde and pretty, but oh so clever and with a proud gleam in her eye as she said, "_Director Fury himself commended me, Auntie. I'm considering putting in for more solo assignments, now that I feel more confident about it…_"

Sharon had joined SHIELD. She could get Peggy in touch with whoever was running SHIELD now, tell her where to take a captured Hydra agent for a proper interrogation.

"Agent Matheson," she said, taking the contacts sheet and folding it up, "do you have a car?" Matheson continued to not answer, but her eyes flickered. "Then we're going for a drive."

{}

_**01:04, May 23**__**rd**__**, 2014**_

While the buildings themselves were unfamiliar, the street layout of DC was similar enough for Peggy to direct Matheson towards Sharon's address. The car had a computer screen in the dashboard, telling her that it was just past 1am on the 23rd of May, that the year was 2014. The streets were mostly empty, and the car was too dark inside to see into. Nobody spotted the white-haired young woman in a baggy nightdress holding her driver at gunpoint.

Sharon lived on the third floor of an apartment block. Peggy almost wished it was higher. It had been so long since she'd been able to climb stairs at all, and so, so long since she'd felt anything but aches and pains when she moved. She made a mental note to go running as soon as she could, to run until her lungs burned.

They reached the third floor and approached the first flat. "Knock on the door," she ordered, pressing the gun to the back of Matheson's skull. Matheson knocked tentatively.

The response came in less than a minute. Sharon was a field agent, Peggy was sure, so she was probably a light sleeper. Peggy could hear her niece walk up to the door and pause, likely peering through the fish-eye in the door.

"Who is it?" she called, not recognizing Matheson.

"Sharon, it's your aunt Peggy," Peggy called. "Please let my new friend and I in."

The locks clicked rapidly and Sharon opened the door, staring in shock as Peggy pressed Matheson past her and into the flat.

"A-Auntie?" she said in confusion. "What are you—oh my god, you look—who are you?""

"Close the door, Sharon," Peggy said levelly. "This young lady is a Hydra agent. I believe that she came to kill me, not that I'm complaining with how it didn't work out. I needed a secure location to bring her for holding until I can get in touch with SHIELD."

Sharon hurried past her and pulled out a chair from her dining table, reaching into the coat draped over the back of her couch and producing three sets of handcuffs. She cuffed Agent Matheson to the chair and her ankles together. Then she drew a gun from her coat and pointed it at Peggy.

"Now, who are you?" she demanded. "My great-aunt Peggy is ninety-seven years old. You've done a good job of looking like she did in the forties, nice touch with the white hair and nightdress, but do you honestly expect me to believe that she dropped seventy years just like that?"

"Frankly, Sharon, I'd be very disappointed in you if believed me," Peggy said with a smile, holding up her hands and showing that she didn't have her fingers on the trigger of the little gun. "Alright, how to do this… my name is Margaret Carter. I was born on the 23rd of April, 1917. I created SHIELD with Howard Stark and Colonel Chester Philips in 1946. I married Thomas Johnson in 1953. I gave birth to my son Edward in 1957 and my daughter Susan in 1960. You are Sharon Carter, the granddaughter of my younger brother Richard. You were born in 1984 to my nephew Harrison and his wife Amanda. You joined SHIELD as a field agent. You received a commendation from Nick Fury himself in…. in 2009…" she wavered uncertainly about the date, but from the look on Sharon's face, remembering the commendation at all meant something. "You were very proud, and said that it gave you the confidence to take up solo missions. When you were little, you loved to ask me stories about the war, about the operations that I was in… you first told me that you wanted to be in SHIELD when you were five years old after I told you about the first time I helped Captain America get behind enemy lines…"

Sharon nodded, her eyes wide. "Okay," she said. "Okay. So… you _are_ great-aunt Peggy, and… how?"

"This woman stuck me with something," Peggy said, handing over the folded paper that she'd brought from the nursing home. Sharon unfolded and set aside the contact sheet, exposing the empty syringe. "I don't think there's anything left in it, but possibly SHIELD technicians can—"

"Auntie, SHIELD's gone," Sharon said softly. "Did anyone tell you? Do you remember anyone telling you?"

"_I'm sorry, Peggy. Hydra's corruption was everywhere. We had to take it all down._"

"Yes, I… I remember Steve telling me that," she said distantly. "I'm sorry, my memories of the last twenty years or so are very hazy… I didn't think it was real. Captain Rogers… he's gone, isn't he…?"

"SHIELD found him three years ago," Sharon said sympathetically. "Frozen under the arctic circle. The serum kept him alive while he was under the ice. He's been working for SHIELD for the past few years, but when he found out about Hydra…"

"He took it down," Peggy said with a smile. "I'm sorry, Sharon, do be patient with me. I'm afraid I'm rather confused about the past few years, and I shall have to catch up at some point…" she rubbed her forehead. "Although, truth be told, I'm frightened that even though my arthritis is gone and my eyesight and hearing are back, my dementia hasn't changed and I'm just in a lucid period…"

"How did this happen, Auntie?" Sharon said, pulling a second handgun out of a drawer and handing it to her aunt, who set the tiny handgun far out of Matheson's reach before taking the better gun. "You said she was sent to kill you?"

"I believe so," Peggy said. "She injected me with something that she wasn't supposed to." She tapped her ear. "I have her comm. She was ordered to bring the syringe back. She has refused to say anything to me so far, but I really haven't questioned her properly."

Sharon nodded, turning her gun on Matheson. "So," she said, "easy questions first. Were you sent to kill my aunt?"

"I was assigned for her protection two years ago," Matheson said calmly. "By SHIELD. Check their records. When SHIELD went down, I stuck with the nursing home job for lack of any better options. I don't know what happened to your aunt, but—"

"Oh, stop it," Sharon snapped. "Just because you were assigned by SHIELD doesn't mean a damn thing, honey. I had to shoot a lot of coworkers that I _thought_ I could trust recently. I don't like working for the CIA as much as I liked working for SHIELD, because they keep watching me in case I turn out to be Hydra after all and the assignments I get aren't as interesting." Matheson's gaze flickered. "Oh, were you looking forward to getting something more interesting after killing my aunt?"

"It doesn't matter what you do to me," she spat. "I won't tell you anything. I _can't_ tell you anything. I don't question my orders. I follow them."

"I stormed an awful lot of concentration camps in late 1945," Peggy said coldly. "There were a lot of people saying that they were just following orders then, too. You were meant to have a syringe full of something that would kill me. What did you give me instead?"

"I don't know," Matheson muttered. Sharon pressed the barrel of her gun to her knee. "I really don't! My operation concerned you and you alone. When I was put on your case, I was ordered to bug and guard you by _SHIELD_. It was my Hydra handler who told me what kind of information to sift for for Hydra, and that at some point I might be ordered to kill you for the greater good. My handler is gone, but another Hydra agent got in touch with me two weeks ago. I don't know what else he's running. I don't care. I have orders. I believe in Hydra's purpose. A world of order. A world of _safety_."

"All it would take is the death of twenty million people, hmm?" Sharon said. Peggy was at a loss for what it meant, but kept up a united front against Matheson.

"You really think that the world is safe with people like Tony Stark and Bruce Banner around?" Matheson spat. "You _know_ how dangerous they are. They are not _controlled_. They have no superior officers to report to, no handlers that can keep them on a leash."

"While I don't know the gentlemen personally, I do understand that Captain Rogers trusts them greatly," Sharon said coolly.

Matheson sneered. "The man who destroyed SHIELD_,_" she said. "Yes, you must feel _so_ much safer with him running around, dismantling the organizations set in place to protect this world!"

"The thing about Captain Rogers," Peggy interjected, "is that he doesn't _need_ superior officers and handlers. He has these things called 'morals'. Now, you may not know what else your superior officer is running, but you received this syringe from somebody called Doctor Luskin, yes? You are supposed to report in, in person, to return the syringe at 0700. Where are you supposed to go?"

Matheson immediately clammed up. "What? You were so chatty a minute ago," Sharon exclaimed. "So you _do_ know something after all."

"What are you going to do? Torture me?" Matheson said acidly. "Is that part of your 'morals'?"

"My morals dictate protecting innocent people," Peggy said firmly. "And my life experience dictates that taking out Nazis, one way or another, is a good way to do that. But I don't have to torture you—although, trust me, those concentration camps? We learned a _lot_ about what the human body can take, looking at the states of some of those prisoners."

"You think you can scare me?" Matheson challenged.

"I don't need to scare you, sweetie," Peggy said with a smile. "Because you're not as dedicated to Hydra as you say you are. You let me take your cyanide capsule. You're not willing to die for them. And frankly, if your only job on their behalf has been monitoring me, then you're not important to them and don't know enough about them to matter. What _matters_ to them is whatever was in that syringe, that _vital_ syringe…" Matheson paled. "They gave you cyanide. They expected you to die rather than fail. They do have a track record for punishing failure with death. But Sharon and I won't kill you. In fact, if we're busy gutting a much bigger catch… the only fish who knows that you're involved with Hydra, that you failed Hydra… well, we might just forget about you altogether." She smiled wider, baring her teeth. "I am, after all, only a senile old lady…"

Matheson swallowed, then nodded. "There's a… a gym," she said. "Muscle Burn. Officially, it's mainly classrooms and members-only workout rooms with better equipment, so nobody thinks much of the fact that the majority of the building isn't accessible. The codeword at the desk is to ask for the red workout room. I don't know what they do down there. I was only ever let into the… the anteroom, I guess you could call it. I didn't even know the name of the guy who gave me the earpiece, capsule and syringe. I don't know if the person on the front desk is Hydra or not. I don't know anything, I only—"

"Only follow orders," Peggy said coolly.

Sharon stood up and walked away, vanishing into her room. She returned with some kind of miniature needle gun, which she stabbed into the yelping Matheson's hand.

"That's a short-term tracker," she said. "It deactivates after three days. They're actually designed to be swallowed, but I worry about you suddenly developing bulimia after what I'm about to tell you, which is this: If we go to this gym at 0700 and find nothing, I am texting my friend Natasha—well, after the tribunal, she's pretty well known as Natalia Romanova now, I guess—and giving her the tracking signal. She's a great workmate, and it's not that she _doesn't_ have morals, it's just that they don't come naturally to her, and they're very easy for her to set aside when she feels the need…"

"It is Muscle Burn!" Matheson said desperately, rattling off an address. "I swear it is!"

"I believe you," Sharon said with a smile, whacking Matheson in the forehead with the butt of her gun, knocking her out. She turned to her aunt. "That was a work of art," she informed her, grinning. "I think I've been sent on a few too many ops where I'm facing fanatics who _mean_ it when they say they'll die for their cause."

"You just don't send a top-level operative to assassinate a senile old lady," Peggy said with a sigh. "The Nazi party in general have never been above using fear to coerce people into working for them, or taking advantage of people's pragmatism." She set her gun down on the table. "What was that about killing twenty million people?"

"That was Hydra's plan," Sharon explained. "Project Insight was a trio of helicarriers that were intended to be put in place to locate and eliminate terrorist threats from the air. Hydra was going to use it to eliminate anyone that they considered a present or potential threat…"

"I see," Peggy said. "Tony Stark… Howard's little boy?"

"He's forty-two, Auntie," Sharon said with a smile. "And, for that matter… Doctor Banner's staying under his protection right now. If there's anything left in that syringe to find or analyse, they'll find it."

"Well, first things first, let's have a look at Muscle Burn, shall we? Then we may have a little more than an empty syringe to pith up with," Peggy suggested, looking around for a clock. "Matheson's rendezvous is five hours away and I don't have a _thing_ to wear."

{}

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_I started posting ficlets on Tumblr a while back but this storyline will not leave my skull so I'm cleaning it up and posting it properly. Ignore my dumb premise and enjoy Peggy Carter kicking ass with me._


	2. Chapter 2

_**03:02, May 23**__**rd**__**, 2014**_

"Good grief, I don't think I looked this good even in the forties," Peggy mused, running her fingers along the waistband of the black trousers that Sharon had given her. She kept looking up at Sharon's full-length wardrobe door mirror as she got dressed. She had no stretch marks, no cellulite, not a single scar or blemish. On one level, it was fantastic: on another, it was unsettling. Her elderly body was saggy and arthritic, but it was hers. She'd grown into it; it bore scars from her missions, marks from her children, and now it felt like her whole life had been wiped away. Her new, younger body felt painless and wonderful, but also slightly uncomfortable, like a pair of new shoes that were rubbing and pinching and hadn't softened in yet.

"You know, it's hell on a girl's ego when your great-aunt looks better in your clothes than you do," Sharon grumbled, pulling on her boots.

"This all feels like a very strange dream," Peggy mused, pulling a blue dress shirt on over the tank top she was wearing. It looked light, but she could feel hidden pockets in the lining. "Any second I'll open my eyes and be back in my bed, wondering where I am and whether the last Hydra raid went wrong."

"You haven't acted confused at all since you got here," Sharon assured her, going over to her dresser and pulling out various guns, knives and devices. "I've gotta admit, in a childish kinda way, I'm really looking forward to watching you work. I'm still a little unsettled about going in without more recon and backup, but…"

"What about your friend Natasha? Her name certainly frightened Matheson," Peggy said, following Sharon over to the dresser and looking over her array of makeup. She picked out a priming cream. "Do you mind?"

"Oh, go ahead," Sharon said, stepping aside to give Peggy better access to the mirror. "It was meant to frighten her. Natasha is a friend, but I don't have her number right now. Nobody's seen or heard from her since her tribunal ended, and I feel like that's just how she'd like it. The last time she worked, it was with Captain Rogers, and, well… nobody's heard from him recently, either. Rumour says he went looking for the assassin that shot Director Fury, or that he's gone after Hydra."

Peggy smiled, picking through the makeup for mascara. "Do you know how he's been the past three years?" she asked. "I know he's visited me, I just… I don't remember the conversations well. Half the time I wasn't sure if he was real or not…"

"I was actually assigned to his defence for nearly a year," Sharon laughed. "I was undercover as his neighbour, a nurse named Kate. He was kinda... annoyed to find out that I was a SHIELD shadow…" she grimaced. "God, now I can't stop thinking about how I bugged the place on Director Fury's orders, how they told me all that monitoring was for Captain Rogers' protection… Hydra knew everything about him… he didn't adjust well," she sighed. "He tried. Went on a few trips just to see how places had changed, got himself a laptop and spent a lot of time surfing the internet, asked me out for coffee once when he thought I was just his neighbour…"

"Has he gotten any smoother with talking to women?" Peggy asked with a smile.

"Well, it was more 'shy and awkward' than smooth, but it looks goddamn adorable on him," Sharon said, smiling back. "Killed me to say no, but it wouldn't be professional, and I did figure that he wouldn't be happy about finding out I was lying to him."

"Steve never did have much patience for being lied to," Peggy agreed. "It doesn't sound like he's doing that bad…"

"I had to go in his apartment a few times to plant bugs," Sharon said, shaking her head. She grabbed a sports back from under her bed and started checking through the equipment in it. "He's tried, but it still looks like a flat from the thirties, you know? He pretty much only had history books and books printed before the forties, all of his music's from the thirties and he plays it on a record player, and he has _stacks_ of sketchbooks that are just full of drawings of thirties New York and people he used to know… there were a bunch of you, and a good few of the Howling Commandoes… and a _ton_ of some good-looking guy with dark hair?"

"Sounds like Sergeant Barnes," Peggy sighed, picking over the lipstick. "I don't know if he ever got over Barnes' death… it was only a few days later that he went down…" An image of Steve's face drifted up in her mind. It was in the nursing home, and his smile was so faint and weak.

"_As long as I can remember, I just wanted to do the right thing," he said sadly. "And now I don't think I know what that is anymore…"_

She pressed her lips together to set the lipstick, smiling at herself in the mirror. "There," she said. She grabbed a hairbrush and started brushing her long, white hair out. "Hmm. Maybe I should get this cut. Although I'm not sure I hate the colour. It really looks quite unique, don't you think?"

"You look amazing, Auntie," Sharon said, zipping up her bag.

"It's been a long time since I've gotten all dolled up," Peggy said, stepping back and letting Sharon back to the dresser. "It's worth doing. Makes you feel good, and it always puts people a little off-guard. Even when they know who you are and what you can do, something about blush and lipstick makes both men and women assume that you aren't capable of cracking their neck."

"Oh, tell me about it," Sharon said, rolling her eyes. "Feel free to tool yourself up from the things in the shoe drawer in the wardrobe. I still have most of my SHIELD equipment. My apartment never got cleared after my cover got blown because SHIELD went down two days later, and everything kinda went to hell in between… seemed a shame to get rid of it."

Peggy opened the drawer and smiled at the selection of weaponry and devices in there. Whatever SHIELD had thought might happen to Steve, they had tooled Sharon up to take down a small army on his behalf. She put some clips and a knife into some pockets in her trousers, which were so pitch black that the bulges were almost invisible. "What are these?" she asked, holding up some silver discs.

"Shock discs," Sharon said. "They release single bursts of ten thousand volts. Can be fatal sometimes, so stick with the sleep darts if you're certain you want your target to live."

"When it comes to Hydra," Peggy said, pocketing the items, "I'm willing to take a few risks."

{}

_**06:58, May 23**__**rd**__**, 2014**_

Dawn was breaking over DC as Sharon drove them to the gym in Matheson's car. Everything still felt so surreal to Peggy. Her heart was beating quickly, without a single flutter or murmur. Her muscles were tingling in anticipation of taking the field for the first time in fifty years. She felt very aware of every single concealed weapon on her body, which was new and unfamiliar and still made her slightly uncomfortable, even though the situation seemed very familiar.

"How did I wind up hunting Hydra again?" she mused, watching DC pass outside the car window. "I'm still expecting to wake up any second and find myself back in my nursing home bed."

"You've been lucid for the past five hours and your appearance hasn't changed," Sharon assured her. "I'm raring to find out what that stuff is. It seems like a variant on the Erskine formula. Various parties have tried to recreate it over the years. They say the most successful was Doctor Banner, for a given value of 'successful'…"

"What happened to him?" Peggy asked.

"You're _really_ not going to believe that you're awake if I tell you," Sharon said wryly, "so for now just let me say that he isn't a man you want to see angry."

Peggy was willing to accept that. After all, she'd seen Steve bend steel bars into pretzels with his bare hands. Getting someone on super serum angry was definitely a recipe for trouble. "Is that it?" she asked, spotting a building with "MUSCLE BURN" emblazoned on the front. "My goodness. That's a… lot of steel and glass."

"I know, it's so ugly that you don't want to look at it, isn't it?" Sharon said, pulling into the parking lot. "Good cover, in a way."

"I don't know if it's deliberate. Hydra never did have much taste," Peggy snorted. "Not unless too much black leather and ugly red insignias are your cup of tea…"

Sharon slung her sports bag over her shoulder as they walked into the foyer of the gym. There were quite a number of people around for early-morning workouts.

"I wonder how many are Hydra," Sharon murmured as they approached the desk. "This time of the morning is pretty popular for ex-military and soldiers on leave, so it isn't necessarily _suspicious_ that we're surrounded by people who look like they know their way around a fight, but…"

"Assume that everyone could be Hydra," Peggy muttered back. "If they are, they'll start shooting soon enough and it's best to be prepared. Excuse me? Hello," she said, smiling sweetly at the man behind the desk. "We're looking for the Red Workout Room?"

The man nodded, pressing a button on the desk. "That door there," he said, indicating a door to the left of the counter. "Head right down the hall. Changing room's on your right."

"That's quite alright, thank you," Peggy said, going over to the door. She held it open for her niece, scanning the anteroom beyond. There was a long hallway ahead of them, with a guard sitting next to a metal detector in front of them. Two scientists came out of a door down the hall and started walking up to them.

"You're not—I'm sorry, ladies, you appear to have been misdirected," one of them said, stopping and frowning in confusion.

"Oh, no," Peggy gasped, walking forwards with her hands on her hips. "You mean this isn't the weights room?"

As she passed through the metal detector, alarms started blaring. The guard and both scientists looked up for a second. Peggy took that second to draw a gun from her hidden hip pocket and shoot the guard through the forehead at point blank. Sharon flew past her, pressing one of the scientists against the wall with a gun to the back of his neck. The other tried to flee, but Peggy tackled him to the ground easily. _I can't remember the last time I could move this quickly!_ She marvelled, grabbing his chin and feeling for a cyanide capsule, yanking it out and crushing it under the butt of her gun on the ground.

"It's a narrow corridor," she whispered in the ear of the scientist that she had hostage. "We're going to walk down it, two abreast. You two are going first, you understand?" She stood up and pulled to his feet. "Sharon?"

"I got him," her niece replied, holding up a false tooth for Peggy to see before dropping it. "Let's move, gentlemen."

Peggy looked down at the dead guard, pressing her lips tightly. She hadn't killed anyone in a very long time, but there, on his lapel, was the badge of Hydra, the skull and tentacles that she had hoped never to see ever again. She'd spent most of the war killing men wearing that insignia.

"I'm too old for this shit," she muttered.

Several more guards appeared at the far end of the corridor, immediately opening fire without concern for the scientists.

"Go for the nearest door!" Peggy shouted, pushing her screaming scientist forwards. His whole body jerked as bullets hit him. One went through him and grazed her left arm, another grazing her hip as she flung the door open and rolled inside.

There genuinely was a cloakroom, though it was full of steel lockers with swipe card locks. She looked down at her hostage, who choked up blood one more time and then died. She went through his pockets until she found his swipe card. The shooting in the hall had stopped, and there was a steady tread of approaching jackboots.

She started swiping the stolen card through the lockers until one unlocked with a flash of green light. Pulling it open, she saw a coat, a bag, shoes, all the kinds of things you'd normally expect to find in a locker. _They come into work every day like normal people,_ Peggy thought, crouching and backing into the locker. There was just enough space. _And the whole time, they hide their true colours._

She closed the door, but not completely, unsure if she could open it again from the inside. She felt at the wounds on her hip and wrist with a wince, but neither was deep and they weren't bleeding too much.

"You two, sweep the locker room. Anders, into the front office with me."

"Yes, sir."

Peggy carefully listened to the footsteps of the soldiers as they walked into the room, paused for a minute where the dead scientist lay, and continued on.

"The lockers," one of them said.

"Cover me," the other replied. They were speaking English, but had mild Russian accents, which made things easier. The sound of Matheson's American accent whispering "Hail Hydra" had chilled her.

One locker after another banged open. Peggy could envision the cover formation, one standing with their gun raised and aimed into the locker as the other swiped the door and flung it open. They proceeded in a precise rhythm. In three lockers, Peggy was able to count and predict the sound of the lockers banging open. _Hydra do love their clockwork soldiers,_ she thought, raising her gun. _Some things never change._

The locker next to her banged open. Peggy counted under her breath. _Four—three—two—NOW_

She fired twice and kicked the door open as hard as she could. One soldier yelled out as he was slammed back against the locker next to hers hard enough to leave a dent in the door. The other gasping in pain as Peggy's shots knocked him back. A second's look discerned that he was wearing body armour. Peggy grabbed his wrist as he tried to raise his rifle, lacing her fingers around his and forcing his arm around to fire on the second soldier. It was astonishingly easy. The man struggled against her grip, but it felt like a kitten trying to struggle out of being held. He wasn't strong enough to break her grip. Peggy made him fire until he was empty, pushing the gun up and down to rip into the full length of the other guard's body. The man she was holding flipped a knife out of his pocket and stabbed it behind him. Peggy dodged, letting him go, and palmed a small knife out of her sleeve. He dropped his gun and paced towards her, switching his knife to his right hand.

"Anders to control, I have one pinned down in the locker room, Commander Ray is dead," he muttered, lunging at her. "Request backup. Target is—urk!"

"Please don't talk about me like I'm not here," Peggy growled as she deflected his knife thrust, pushing his arm to one side as she shoved the knife into the small, exposed strip of his throat and sliced through his windpipe.

She grabbed the gun off of the other man and headed for the door, crouching against the wall and peering up the corridor. Across the hall from her, Sharon peered out of the doorway. She had blood on her face, but she mouthed, _not mine_. Peggy glanced down at herself. Her hands were splattered with blood from the man whose throat she'd slit.

"Cover me," Peggy whispered, running down the hall. Sharon followed, pulling something out of her sports bag and throwing it behind her.

"Pressure mines on a delayed activation," she whispered as the slightly humped disks slid across the floor. "Anyone trying to come down here is going to lose a leg."

"Everything's so compact in the future," Peggy said with a smile, stopping at the corner where the corridor bent. "Speaking of…" she pulled out the compact that she'd taken off of Sharon's dresser and peeked around the corner. There was nothing but a shut steel door. "Nobody there," she reported. "I think I see the door to the main lab."

"How do we get in?" Sharon asked, coming up next to her to peer around the corner.

"One of the guards I killed was calling for backup," Peggy said, striding down the corridor. "If it isn't coming from the gym, it'll come from in here. There can't be many more left. There were only about twenty lockers, and seven people are already dead. We can probably assume that not everybody who works down here is on site."

"Or still works here," Sharon pointed out. "Some of them might have been captured in the SHIELD purges. Then again, we don't know if or how many are upstairs—"

There were several loud _bangs_ back up the corridor where they'd come in, followed by a lot of screaming. "Rather less than there were, I think," Peggy commented, turning her attention on the door. "So, dear, anything in your bag for making doors open? I'll not be specific as to how."

"What kinda lady leaves the house without the essentials in her bag?" Sharon said, unzipping her gym holdall. Peggy headed back to the corridor bend, peering around at the screaming guards. There were five of them, and she counted four legs still attached between them.

"Nobody's coming any time soon," she said.

"Cover your ears," Sharon said, backing away from the door and crouching next to Peggy with her hands over her ears. Peggy imitated her just before a series of _bang_s went off around the edge of the door, followed by some sizzling. Whatever Sharon had put on the door had blasted a series of small holes that began to corrode. When she judged the door to be decayed enough, Peggy walked up and aimed a firm kick at one edge of the metal door. The whole thing went crashing to the floor.

The lab space inside wasn't small, but it was very cluttered. There were several computer banks, two operating tables, and five scientists, two of whom drew guns. Sharon and Peggy both rolled aside, making themselves moving targets, hard to hit, while the scientists, obviously not trained for combat, fired wildly at them. Peggy put two shots in the stomach of one; Sharon hit the other one in the chest. Both went down, dropping their guns. The other two backed up against the third, a woman, who was typing feverishly at a computer. They blocked her from view.

"We're unarmed," one scientist said. "Are you going to shoot us while we're unarmed? Is that how SHIELD does business?"

"SHIELD is gone," Peggy said, walking towards them with her gun raised. "Which, I suppose, strictly speaking, makes us vigilantes. Besides, don't try and tell me that you don't have cyanide capsules. Isn't that how Hydra does business?"

"How did you find us?" the hidden women asked.

"Which one of you is Doctor Luskin?" Peggy asked in response.

"Not here," one of the men said. "So, Matheson got herself caught, did she? Tsk."

"Auntie, that woman is wiping their data banks!" Sharon said sharply. Peggy strode towards them, pushing the scientists aside and dragging the woman away from the computer by force. One of the men dived for his fallen co-worker's gun. Sharon shot him three times in the back and he dropped.

"Too late," the woman laughed, waving a hand at the computers. "You won't get any more information on Hydra here!" Peggy grabbed her jaw before she could grit her teeth and crush the cyanide.

"Matheson injected me with something," she snapped. "It certainly wasn't poison. What was it?" She yanked out the cyanide capsule. The last man was already choking on his own blood on the floor. "What did she do to me?"

The woman stared up at Peggy, her eyes widening. "It worked," she whispered. "The serum would have worked! The Baron will be able to replicate it," she added, giggling madly. "All of you—the remnants of SHIELD, Stark, the Winter Soldier, all of you—you will all die! Chaos will be crushed under the boots of Hydra super-soldiers! Hail Hydra!"

With a last euphoric grin, she grabbed Peggy's gun, forced it into her chest and fired it.

"Oh my God," Sharon gasped as the woman fell dead to the floor. "Do you know I once infiltrated a training camp for suicide bombers that didn't have a suicide rate this high?"

"Hydra's always been like this," Peggy muttered, walking over to the computer and staring blankly at it. She was sure it was a computer on the basis that it had a screen and a keyboard, but she hadn't used one herself since the early eighties. "You don't really know anything about the operation until you're willing to give them everything, and even then... Can you have a look at this, Sharon? Because I honestly can't figure out how to operate this bloody thing."

"Oh, sure," Sharon laughed, taking over the keyboard. "You know, seeing you in action, it's easy to forget that you're still an old fogey…"

"Watch your tongue, whippersnapper," Peggy said with a smile. "If this winds up being permanent, I intend to catch up fully." She frowned, looking down at the dead scientists.

"There's nothing here," Sharon said with a scowl. "Nothing but factory settings. I can't even tell if they just wiped the drive or sent the data elsewhere before resetting the system."

"She said the Baron, whoever that is, would be able to replicate the serum," Peggy commented. "Does that mean that they sent the data to him?"

"Could be, although 'replicate' sounds like making it from scratch instead of from a recipe," Sharon said, stepping away from the computer. "There's nothing here. We should go."

"Hold on a minute," Peggy said, going around the desks and opening all of the drawers. "Good grief, does nobody keep their bloody paperwork anymore?"

"There was nothing on paper in the office either," Sharon said. "I guess they like having the kind of records that are easy to delete at a moments' notice. Is there any medical equipment?"

"Empty syringes, scalpels, the usual kind of… oh God, are these electrodes?" Peggy said with revulsion. "And several other pieces of equipment that I will not admit to knowing the names of…" she slammed a drawer closed. "Usual Hydra equipment, really. There's nothing here, certainly no more convenient serum samples, which makes all that's left…" she tapped her arm.

"If there's nothing here for us…" Sharon's hand went to her ear, and then she sighed. "Can't call for an extraction team, can't call for cleanup," she said, shaking her head. "I've never run an op like this without clear orders before…"

Peggy gave her niece a hug. She looked like she needed it. "I'm sorry, Sharon," she said. "We built SHIELD for exactly this kind of thing. To be a team, to take on missions like this for peoples' safety with backup and intel and…" she smiled sadly. "To not have to work alone. You know the first postwar mission I ever took, I took alone?"

"You told me," Sharon said with a smile. "You snuck off alone on the mission because your new boss wouldn't give you any fieldwork. Then you started SHIELD."

"So it's time to start again," Peggy said, stepping over the dead scientists and heading for the door. "This time, we'll burn Hydra to the ground. Now, didn't you say that our best shot was Doctor Banner?"

"And that he's staying at Stark's," Sharon replied.

Peggy smiled. "Déjà vu all over again."

{}

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_Forgive my complete inability to write fighting scenes. _


	3. Chapter 3

_**07:25, May 23**__**rd**__**, 2014**_

DC was a busy city, and police cars, ambulances and fire trucks zipping back and forth with sirens blazing weren't normally a cause for too much alarm. All three passing your car on your way to work was cause for a little alarm. All three pulling into the parking lot of your workplace ahead of you was a definite clue for a bad day ahead.

He scowled, slowing down to cruise past the gym. A fire alarm was going off inside, and the patrons that were running out of the front were all soaking wet from the sprinklers. He'd expected the assassination to draw attention that would eventually lead to the lab's discovery, but not _this_ fast. He'd expected to have time to move his essential personnel and data. He'd been expecting to come in to find the test rat's body disposed of, the serum retrieved and all data cleared, the base ready to be abandoned.

_Leave the lab overnight and look what happens…_ he thought, scanning the fleeing people. He didn't see any of his employees among them, but something did catch his eye.

It was a gym bag. Almost nobody was carrying a bag, likely having fled straight from the gym once the fire alarm went off, sensibly not going to the changing rooms to fetch their things first. Perhaps the woman holding it had only just gotten to the gym, but that didn't explain why her gym bag looked so _heavy_. It was straining its straps. Weight wasn't a notable characteristic of a change of clothes and a bottle of water.

His gaze travelled over the woman—young, white, blonde, fit, brown zip-up hoodie, black pants, nothing that stood out among the early-morning gym crowd—and then to her friend, where it stopped.

The pure white hair was definitely unusual in a woman who looked to be in her early twenties, but it was the face that gave him pause. He hadn't seen that face for a long time. That face should have sunk under wrinkles and dementia long ago. That face was supposed to be lying dead in an old folks' home an hour's drive away.

Both women were utterly soaked, even more than the other patrons. Perhaps they had spent some time under the water. Perhaps they'd had more than sweat to clean off. With one look at Peggy Carter's face, Luskin knew that all of his men were dead.

He sped up again, stamping down the urge to speed away. He had to avoid drawing attention.

He had to inform the Baron that Peggy Carter had wound up the accidental recipient of the serum he was developing from the Winter Soldier's blood.

He had to inform the Baron that the serum _worked_.

{}

_**12:07, May 23rd, 2014**_

On one hand, Zola's algorithm—and the inversion developed by Tony Stark—made Maria Hill's job very easy. Going through the profiles projected as high-risk by both had helped her locate and eject a number of individuals inside of Stark Industries who were either confirmed Hydra or were so Hydra-leaning that they were too high a risk for jumping ship when given the chance. She'd given most of them nice recommendations to work at other companies, reasoning that being unemployed tended to make people unhappy with the wold and more likely to drift to extremist groups. She just wouldn't have them working in a company that she was now in charge of security for.

It also helped that her new boss was a very easygoing woman when it came to things like employees being stalked by the FBI, employees being dragged up in front of court hearings (Lord knew Stark had ended up in front of the senate enough times), and Maria using company time and Jarvis' assistance with Erskine's formula to build up a network of contacts among former SHIELD agents who were considered the greatest threats to Hydra.

On the other hand, it pained her to feel like she couldn't trust her own judgement. It hurt to see how many SHIELD agents, including ones that she had personally screened and trained, had believed in Hydra's ideals of order through force enough to kill for them. _How many were deceiving us from the beginning_? She wondered. _How many of them once truly believed in protecting people, and had their ideals twisted over time…?_

Hydra could corrupt _anyone_. She only had to look at the profile for James Buchanan Barnes to see that. The Howling Commandoes' top sniper had been a brave young man from Brooklyn who had a lifelong loyalty to Steve Rogers and a burning, personal hatred of Hydra ever since he was captured and tortured by them in 1942. The Winter Soldier, by contrast, had been a brutally efficient and thoroughly deadly weapon for Hydra, whose loyalty could not be questioned because he didn't have enough of a capacity for independent thought.

She had two monitors on her desk, and up the far side of the left one was a rolling chatbox showing live updates from Jarvis on where Barnes was and what he was doing at all times. The AI even sent text alerts to her phone when she was off-duty but Barnes was having a violent episode. The frequency of those episodes had reduced since Barnes had first arrived in Stark Tower two months prior, but Maria took her job very seriously and she was prepared to act the moment any of Barnes' episodes got out of Rogers' control.

The rest of the screen was taken up with a random sweep of the Tower security cameras, changing every five seconds. She _was_ head of security, after all. On her other screen was the progress of a less-than-legal sweep of the city for Sandra Matheson, a former SHIELD shadow who had vanished along with a former SHIELD director in the early hours of the morning. Her car had been found in the parking lot of a gym in downtown DC, a gym that had been evacuated during a fire alarm at just before half past seven in the morning, the source of which had transpired to be the smoke from a destroyed laboratory hidden in the back officers of the gym. Jarvis was also providing her with a text transcript of the police radio chatter concerning the fire. So far they'd found at least twelve bodies.

Part of Maria was suddenly very, very glad that Tony Stark had chosen to sink years of his life and genius into being an irresponsible playboy and was now caught under Pepper Potts' thumb and a guilt complex the size of the Middle East. Between his genius and the capabilities of the AI he'd created, the man could pretty easily be ruling the world by now if he put his mind to it.

The intercom on the front desk buzzed. "_Ms Hill_," the desk clerk said, "_there's an Agent Sharon Carter of the CIA here to see you. She has another young woman with her who refuses to identify herself. They want to speak to you urgently._"

_Carter…_ "Send them through," Maria said, bringing up the profiles on Sharon Carter and Sandra Matheson. Both former SHIELD undercover agents, one now CIA, one choosing to stick with her cover as a nurse called Jessie Gardner. One considered High Risk by Hydra, her voting record and family ties giving her "an irrational aversion" to Hydra's ideologies; the other a low-level Hydra mole who had absconded with SHIELD co-founder and former Director, Peggy Carter.

Maria's office had a glass door that allowed her to see all the way down the corridor to the elevators, so she was able to size up the women as they approached. She hadn't worked with Sharon Carter much, but knew her face without looking at her profile. She was a legacy, the grand-niece of Peggy Carter, and in her application and training had shown an undisguised hero-worship for her aunt. It was one of the things that had made Hydra consider her a risk, and made Maria consider her trustworthy. It also made Maria worried about if she knew about her missing aunt, and if so what she wanted to do—or had already done.

The woman with her wasn't Sandra Matheson. She had hair so white that Maria would have taken her for albino if it weren't for her dark brown eyes and eyebrows and black lashes. She looked young aside from the hair, perhaps mid-twenties, and while she looked familiar, Maria was drawing a blank on who she was.

Both women were dressed like they'd come from the gym, which immediately set off some warning flags to Maria. They were wearing black trousers that Maria recognized as SHIELD-issue for concealed weapons and innocuous tank tops under a brown zip-up hoodie in Sharon's case and a blue dress shirt in the mysterious woman's. The woman was holding one hand to her left side, not in a noticeable way but also not managing to completely hide the small splotches of blood. _Not a severe wound,_ Maria judged. _I wonder what state the other guy's in._ Once she was looking for blood and Sharon stepped into the office, she spotted the dried splatters that were almost invisible on Sharon's brown hoodie.

"Agent Hill," Sharon said. "I'm sorry to just turn up like this."

"Good to see you, Agent Carter," Maria said, standing up to shake Sharon's hand over her desk. "Who's your guest?"

"Peggy Carter," the woman said, smiling brightly and shaking Maria's hand. "How lovely to meet you, Agent Hill. I understand that you were second-in-command at SHIELD?"

"Are you a relative of Sharon's?" Maria asked, refusing to answer any questions until she was sure of who the woman was. _Peggy? Were any of Sharon's cousins named after Director Carter?_

"Yes, actually, she's my grand-niece," Peggy said, without batting an eye or her smile flickering.

Maria raised her eyebrows in disbelief, looking from the woman to the missing persons alert on Peggy Carter on her screen, which included a photo of the nonagenarian. "You're saying you're her great-aunt Peggy Carter," she said incredulously. "I'm sorry, but she's—"

"Ninety-seven, I know, aren't I looking good for it?" Peggy said, smiling more broadly. Maria was starting to see why she was familiar; a photograph of the three founders of SHIELD in 1946 had been a fixture of the Director's office since the sixties. She'd seen it frequently enough that the faces of the young Peggy Carter and Howard Stark, and the not-so-young Chester Philips, rose easily to her mind. "Agent Matheson attempted to kill me on Hydra's orders. Unfortunately for her, a lab mix-up resulted in her injecting me with something that was decidedly _not_ Potassium Chloride. I understand that when you're running a secret lab, you don't want to put giant labels on everything, but really, I expected better. The Nazis had a great deal of faults, but _sloppiness_ was never one of them." She actually looked disappointed that Hydra had managed to screw her assassination up quite so badly.

"I know it sounds unbelievable, but I can confirm that this woman _is_ my great-aunt Peggy," Sharon insisted, glancing back at the door. "And I think that what she was injected with was an attempt of a variant on the Erskine formula, being created on the orders of someone called Luskin, and the Baron… we didn't get anything more than that out of the Hydra agents that we, uh, found."

"I'm afraid that Hydra's suicide rate is still awful high," Peggy grumbled. "Although, admittedly, I've rather learned my lesson about taking prisoners."

Her voice was definitely familiar, from old SHIELD video files, and Sharon was grinning like a kid on Christmas morning. Maria gasped as she realized that yes, this really was _the_ Peggy Carter. "Oh my god," she said. She straightened up and saluted. "Ma'am, it is an incredible honour to meet you. Your work concerning SHIELD as an equal-opportunity employer was revolutionary, and your field record is legendary. I'm so, so sorry that we failed to live up to your legacy."

"Oh, don't be sorry, Agent Hill," Peggy sighed. "It was our fault. The corruption of SHIELD began before you were even born. We should have realized that Operation Paperclip was a terrible, terrible idea. We didn't have much in the early days, and thought we'd have to take any weapon we could get…" her eyes flashed fire. "But not anymore. In all future dealings with Hydra, I believe that it would be prudent to cut off _everything_."

"Anything I can do to aid you, ma'am, I would be proud to do so," Maria said firmly. "I've been keeping up my contacts. SHIELD may not exist anymore, but you won't find yourself lacking for people who want to fight Hydra."

"We kinda left seventeen dead bodies in a secret Hydra lab in a gym in DC," Sharon confessed. "All Hydra, don't worry about that. Oh, and they managed to delete their data before we could stop them. They were working for somebody called the Baron and at least one scientist, named Luskin, wasn't on-site. We don't really know what they injected into my aunt or what it's doing to her."

"Well, you're in the right place," Maria said, pressing a button on her intercom to connect her to Jarvis. "Jarvis, is Doctor Banner free for a consultation right now?"

"_Doctor Banner and Mr Stark are currently in lab #4,_" Jarvis reported. "_They have been there for five hours and have spent a good deal of that arguing about whether or not they are capable of eye surgery. I believe that an interruption will be both necessary and most welcome._"

"Please inform them that Sharon and Peggy Carter are here to see them, and that former director Carter requires a medical checkup," Maria said. She glanced down at her chat window, which indicated that Rogers and Barnes were currently watching a baseball game and that all outbursts of rage on Barnes' part had been directly correlated to ingame events. It seemed that the Winter Soldier was staying buried today. "Inform Captain Rogers as well."

"Steve's here?" Peggy said, smiling brightly. "Oh, it'll be lovely to see him again—when I'm in a state to remember it, anyway."

"Thank you, Agent Hill," Sharon said gratefully.

"Don't worry about it," Maria insisted. "Go to the elevator on the far left and Jarvis'll take you all the way up. I've already been keeping an eye on that gym since the police flagged it up five hours ago. I'll handle that, and your missing persons report."

"That's wonderful, Agent Hill," Peggy said, shaking Maria's hand again. "I look forward to working with you." Maria melted a little on the inside.

She sat down at her desk after the Carters left, staring distantly at her screen. The police had found the other five bodies and the remnants of a number of small explosives, and Sandra Matheson had been spotted heading south by a gas station security camera.

Before making a start, she opened her Stark-encoded email client and started typing a carefully coded email to Nick Fury.

{}

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_I have no idea where I'm going with this but I seem categorically incapable of writing anything between a brief oneshot or FLIPPING MASSIVE. _


	4. Chapter 4

_**12.15, May 23**__**rd**__**, 2014**_

"Is Jarvis another security officer?" Peggy asked as the elevator rose. One side was mirrored, and she couldn't help staring at herself in it. Mirrors were still a bit of a shock to her; it took a second to recognize a face that she hadn't seen in the mirror for seventy years.

"I am an AI, Mrs Carter," Jarvis' voice said smoothly from the elevator intercom. "I was first designed and developed by Mr Tony Stark in 1990."

"You're a computer?" Peggy said in surprise. "My goodness! You sound like a human! Are you sure you weren't one?"

"Thank you, ma'am," Jarvis said, "but I promise you that I am entirely the product of Mr Stark's programming talents. I am not like Dr Zola. I can assure you that I have no undisclosed Hydra sympathies."

Sharon laughed, but Peggy grimaced. "I knew we should never have let Zola create that computer setup," she muttered, "but that idiot Howard thought that as a computer, Zola would be easier to control…"

"If you intend to persist in insulting Mr Stark Senior, ma'am, I am sure that you and Mr Stark shall be great friends," Jarvis said dryly. "Now arriving at lab #4."

The lab was a huge, open-plan room that looked like something in the belly of a spaceship compared to the last lab that Peggy had walked into. That had been Howard Stark's, and ahead of its time itself.

His son seemed to have a taste for gleaming silver and black. Several high-tech suits of armour were dotted about the floor on stands, each next to a workbench strewn with tools. A large mechanical arm was moving on its own accord, soldering some part of one of them. Several holographic images were being displayed in the air over an open space of floor. Two dark-haired men were walking around that space, interacting with and altering the holograms. They turned to look at Sharon and Peggy as they walked out of the lift.

For a second, Howard Stark was jogging over to her, clasping his hands with an excited grin.

Peggy just managed to stop herself short of calling him "Howard". Tony Stark really was the image of his father, and though he was certainly younger than Howard had been the last time that she remembered seeing him, streaks of grey were starting to seep in over his ears and in his beard. He also had something blue and glowing in his chest, shining through his shirt.

"Mr Stark," Sharon said with a nod.

"Please, only my employees call me Mr Stark," Tony Stark said with a grin that made him look even more like his father. "Call me Tony or Stark or Iron Man or That Sexy Thang. I'm gonna guess that you're Agent Sharon Carter, and _you_…" he turned to Peggy. "Please, ma'am, I know they didn't make eye-candy like this in the forties, but if you wanna eat it up, lemme get you a spoon."

"Don't flatter yourself, dear, I've seen Steve Rogers without a shirt," Peggy parried. "I was just rather startled by the light in your chest, and by how very much you look like Howard. I think I should warn you that you flirt like him as well."

"Oh, low blow," Tony gasped, pressing his hand over the blue light in his chest. "I'm down. Man down. You fight dirty, lady. Did you fight that dirty in the war? Steve Rogers is a brave man. And it's an arc reactor, by the way. Means it's a super-battery. Used to keep my heart going until surgery got good enough, the official line is that that's my girlfriend's job now. But it's real handy, having a miniature fission reactor close at hand or lung or whatever. I can power all kindsa stuff. Did I tell you I am Iron Man?"

"Hi," the other man said, coming up to shake their hands. He was bigger than Tony, taller and bulkier, but he held himself hunched as if trying to make himself smaller and trailed quietly in Tony's wake. "I'm Dr Bruce Banner."

"Very nice to meet you, Dr Banner," Peggy said politely.

"I've heard a lot about you, Doctor," Sharon said, eying him up apprehensively. If he noticed, it didn't seem to bother him, though Tony was frowning. Peggy wondered what it was about the gentle-looking man that was putting her niece on edge. She'd mentioned that he was a dangerous man when angry, but Peggy couldn't imagine it.

"Of the twelve doctorates in the room, Bruce has got all the medical ones and the better biochemical ones," Tony said, clasping his hands, "so he's gonna have a look-see at what Hydra shot you up with. This way, ladies. Did they seriously mix up their needles and give you super serum instead of potassium chloride?"

"Evidently," Peggy said, following him over to what looked like a small, freestanding surgery off to one side of the workshop floor. Tony started laughing.

"Oh, that's golden," he chuckled. "I haven't heard of a bad guy fail that epic since Loki thought he could intimidate the Hulk. The footage, by the way, is hysterically funny, so remind me to show you sometime. Hey, speaking of hilarious—Jarvis! Gimme a clear shot of Rogers' face when he gets here! I could do with a new desktop!"

"Of course, sir."

"Please have a seat and roll up your sleeve so I can draw some blood," Bruce asked, gesturing to the surgery table. "Whoa, hey—is that blood already?"

"I got scraped by a couple of bullets," Peggy said, glancing at her left wrist. The wound had stopped bleeding, and actually looked partly healed already. "My goodness. That was only a few hours ago. This stuff does work rather well, doesn't it?" She rolled up her sleeve and removed the strap for a concealed knife.

Bruce took an empty syringe out of a drawer in the desk next to the medical table and took the cork off of it. "You know, I never get why they don't just use one of these," he murmured. "I mean, it's all too easy to blow an air bubble into someone's heart and kill them if you don't know what you're doing… or if you do." Peggy sat on the table and held out her arm. "I mean, it can't be traced to unnatural causes, and you can't confuse an empty needle…" He carefully drew a needle full of Peggy's blood. "Does that hurt?"

"Not at all, and you don't seem to have blown an air bubble into my heart," Peggy assured him. He removed the needle and gave her some cotton to press over the sting, and then took her wrist and had a close look at the graze on her wrist.

"It's healing up pretty quick," he said. "That's some impressive stuff they've figured out."

Behind him, the elevator doors opened again and Steve Rogers stepped out. He frowned suspiciously at Sharon before his gaze travelled to Peggy.

"Close your mouth," Peggy called over. "You'll catch flies." He stopped gaping and jogged over, a familiar smile spreading on his face as he stared at her in disbelief. Peggy felt a similar mix of shock and happiness at the sight of him. Sharon had told her that he was alive, and she had confused memories of seeing him, but it still hadn't seemed quite real until the moment that he stepped out of the lift.

"Hey, there," he said. "You know, I used to know a dame who looked just like you."

"And I used to know a guy who looked just like you," she replied, "but he was shorter. And he stood me up for a dance." She reached up and hugged him when he got near enough. He seemed surprised, but hugged her back gently. Peggy wasn't sure if it was shyness—come to that, she'd kissed him, but she couldn't remember ever putting her arms around him—or simply caution for his immense strength. She remembered that he'd been afraid to shake the senator's hand on the day that he received the serum, not knowing how to touch anything without accidentally breaking it. "It's good to see you again, Steve," she said, closing her eyes and holding him tight. "And to be able to remember it, at least." She opened her eyes and stiffened as she spotted a ghost standing behind him.

"Who's he?" Sharon demanded, sounding more agitated than when she'd greeted Bruce. "That metal arm—is he—?!"

"Don't!" Steve shouted, letting Peggy go and grabbing Sharon's wrist as she reached for a gun. "Don't. He's not—it's not what you think. He's—"

"Bucky!" Peggy gasped, hopping to her feet and stepping tentatively towards him. His hair was shorter than she'd ever seen it, almost buzzed, showing lines that looked like surgical scars on the left side of his head. His left arm was gleaming metal. But his face still looked the same as it had the last time she'd seen him, right before his last mission in 1944. It was James Buchanan Barnes.

Bucky looked startled to be addressed, staring at her in confusion. "I… know you," he said uncertainly, before looking helplessly at Steve. "Don't I?"

Peggy looked again at the scars on his head and then lost expression on his face, feeling her heart break.

"This is Peggy Carter, Buck," Steve said, letting Sharon go and stepping back over to his best friend, standing protectively between Bucky and the others. "Agent Carter. Do you remember her?"

Slowly, Bucky shook his head. Steve looked crestfallen for a moment, but then he smiled. "It's okay, Bucky," he assured him. "It'll come back to you."

"Bucky, what happened to your memory?" Peggy asked. "What happened to _you_? We thought you'd died seventy years ago…"

"Zola's experiments in that lab in Austria," Steve said, scowling. "Whatever Zola did to him, it helped him survived the fall. Then Hydra found him, and…" his scowl deepened. "They kept experimenting."

"Oh my god," Peggy whispered, looking over Bucky. He was staring at her distantly, as if trying to place her face. "Bucky… Sharon, for goodness' sake," she added, noticing the way that her niece continued to stare suspiciously at Bucky. "Stop glaring at him. What on earth is wrong?"

"Captain Rogers," Sharon said tightly, not taking her eyes off of Bucky, "is he the Winter Soldier?"

"He was, but it's not what you think," Steve snapped. "Hydra took his memories. They tortured and fried his brain and turned him into a tool. He didn't know what he was doing—"

"He killed Nick Fury," Sharon argued, "and God knows how many other people for Hydra! He—"

"Ninety-eight," Bucky interrupted quietly. "I read my file. It says that I killed ninety-eight people for Hydra. Thirty-four targets, plus collateral and witnesses."

"Oh my God," Peggy muttered, feeling sick. Bucky was staring steadily at Sharon and listing off his Hydra kill-count monotonously, as if he was breaking down a shopping list.

"But before that," he continued, "I killed Nazis for Steve. As long as I have a choice, that's what I'll choose to do."

"You don't have to kill anyone if you don't wanna, Bucky," Steve said gently.

"It's what I do," Bucky said with a shrug, looking down.

"But he hasn't killed anyone in the two months that he's been here," Bruce interrupted firmly. "He's deprogramming himself and starting to get his memory back. Agent Carter—uh, Peggy," he clarified as both women looked around. "I need to take hair and tissue samples as well, if you don't mind."

"Not at all," Peggy said, tearing her eyes away from Bucky and hopping up onto the bench again. It hurt to look at him. She had never been too close to him or known him well, but she'd known him enough to see in his eyes and his voice that Hydra had scraped out everything resembling a person and put nothing but orders in his place. It was painful, it was dehumanizing, and it was terrifying.

"Also, Fury isn't actually dead," Tony added. "He faked it. So, y'know, can't pin that one on him."

"I tried," Bucky said grimly. "He was my target. And I might try again if I see him again. He's not Steve."

"Director Fury's alive?" Sharon said in surprise. "Who knows?"

"The people in the room, Natasha Romanov and Maria Hill," Tony said, counting on his fingers. "Oh, and Pepper. I think she was glad to hear she'll get a shot at killing him herself, since those leaked SHIELD files told us that he faked us out about Phil's death…"

"Thank you," Bruce said, finishing swabbing Peggy's mouth, bagging the swab and setting it next to the bag containing a few strands of her hair. "I wonder why the pigmentation didn't regenerate," he mused, tapping the strands. "Aside from that, physical rejuvenation seems complete and total."

"Yes, I'm certainly not feeling my arthritis anymore, and it's nice to have all my own teeth and my eyesight back," Peggy said, glancing at Sharon and Steve, who were started to argue heatedly about the safety of letting Bucky run free. Tony was hovering nearby and interrupting with irreverent comments (so_ much like his father,_ Peggy kept thinking) and Bucky stood silently by with his eyes fixed on Steve. It was the only time that any sort of life sparked in his eyes. "What about my Alzheimer's?" she asked tentatively. "I don't think I've been lucid for nine hours straight like this since the late nineties, and I'd rather like to keep it going." She tried to smile, but the thought of the disease made it feel like a bomb was sitting in her brain, waiting to go off and wipe everything.

"I can take you down to the proper medlabs for a full scan to make sure, but so far there's no indication that the rejuvenation wouldn't have spread to your brain," Bruce said reassuringly. "I'd like to do multiple checkups anyway. We don't know yet if your serum is permanent, or how similar it is to James or Steve's. For the next few days, if you don't mind, I'd like to do one checkup a day to monitor for discernible changes and to try and determine if your serum has an observable half-life." He gestured to Steve and Bucky, who were talking quietly, something about a red dress. Sharon's argument had shifted to being with Tony, who had a look of absolute glee on his face as he wound her up. "I've been over Steve's data from checkups since he came out of the ice and there's been no observable decay and thus no observable half-life, which means there's no telling how long he'll live if he doesn't get himself killed. James' doesn't have an observed half-life either, but he only consented to checkups two weeks ago."

"He doesn't look any different from seventy years ago," Peggy said. "Well, he does. He's changed so much… but he doesn't look older, I mean."

"Could be an effect of going into genuine cryo-freeze," Bruce said thoughtfully. "It's not the same thing as getting frozen under the Arctic. Only time'll tell for him and for you."

"Thank you very much, Doctor Banner," Peggy said. "I'm sure I'm in good hands. Sharon tells me that you're the authority on super-soldiers."

"Yeah, it's, uh, more of a lifestyle than a study," Bruce said with a chuckle. "I was studying how to recreate Erskine's formula for the military about… God, ten years ago. I thought gamma radiation might be involved. I, uh… wasn't completely wrong."

"If you don't mind my saying, it doesn't look like you've undergone the same physical changes as Steve and Bucky," Peggy said, remembering that Sharon had refused to expand on what had happened to Doctor Banner on the basis that she wouldn't believe it. "Sharon said you have problems with your temper, though?"

"Yeah, that's, uh, one way to put it," Bruce said, laughing sheepishly. "The other is that I turn into an, uh, enormous green rage monster."

"I beg your pardon?" Peggy asked, staring at him.

Tony burst out laughing. "Bruce, please, let me show her, I gotta show her," he begged. Bruce shrugged and nodded. "Great. Jarvis, roll the Loki Smash footage, it's my favourite."

"You mentioned," Sharon said, looking up as a holographic screen appeared in the air before them. Peggy noted that she backed up somewhat, keeping the other five people in the room in her line of sight while she watched the screen.

On the screen was an image of what looked like an empty bar. After a couple of seconds, someone came crashing through an off-camera window and went rolling across the floor. He was tall and pale with long, dark hair and wore black-and-gold clothes with a sweeping green cloak.

The creature that came after him was huge, almost filling the screen, a roaring, giant green man in torn brown pants.

"_ENOUGH!_" the man yelled, rolling to his feet. The green monster paused with a grunt. "_You are all of you beneath me! I am a _god_, you dull creature, and I will _not_ be bullied by—"_

The green creature, evidently losing patience, grabbed the man and slammed him into the floor repeatedly. Peggy gasped, but Bruce and Steve both smiled and Tony started laughing hysterically. Bucky just watched blankly. Sharon's eyes widened as she watched the man get pulverized—or not, Peggy was startled to realize, as the green monster held the man upside-down for inspection. The stone floor was cracked, but the man was alive and capable of moving his head, arms and free leg before the monster smashed him into the ground twice more for good measure, leaving him in a crater.

"_Puny God,_" the monster growled, stalking away. The man in the crater just wheezed. There wasn't even any blood.

"I'm sorry, but how is that man not a smear on the ground?" Peggy asked.

"Is that him?" Sharon asked, looking around for confirmation. "Loki?"

"Yeah, Loki's an alien from another world, that's why he wasn't splattered," Steve explained. "He led the alien invasion of New York. Despite what he said, he _isn't_ a god, but his people are technologically very advanced, so thousands of years ago people thought they were gods."

"Loki… Norse Mythology? The Trickster?" Peggy remembered. She'd read a lot of Norse Mythology in an attempt to track the Red Skull and his thinking, but it hadn't been much use. Nordic lore was rhetoric to the Red Skull, an excuse off of which his madness occasionally sparked.

"Yeah, not as clever as he likes to think he is," Bruce said. "The angrier I get, the stronger the Hulk gets, and, uh, I think it was the 'dull creature' that really kinda set us off. And, y'know, the alien invasion."

"That's _you_?" Peggy said, trying to reconcile the roaring green beast with the mild, friendly man in front of her.

"Hard to imagine, I know," Bruce said with a nervous smile at his shoes. He hunched his shoulders tensely.

"Oh, I don't know," Peggy said encouragingly. "You should've seen Steve before the serum."

Tony, who had been winding down, burst out laughing again. Bruce looked up and gave her a broad, relieved smile. Steve gaped, only looking more surprised when Bucky laughed. It was really only a brief chuckle, but everyone in the room looked around in shock like it was the roar of a dragon.

"The woman's a walking miracle," Tony declared. "Dropping seventy years and a debilitating and permanent brain disease has _nothing_ on making that guy laugh."

Bucky looked startled by all of the attention, backing up a couple steps. "Hey, it's okay," Steve said, smiling at him. "It's good. It's good to see you laugh again."

Bucky nodded. "Can't remember the last time I did," he said quietly. It struck Peggy that he was probably speaking very literally. She knew how frightening it could be, knowing that your memory could slip away at a moment's notice, and felt a powerful, burning hatred for anyone who would do it to somebody on purpose.

"Doctor Banner, are you free to do the scan that you mentioned right now?" she asked.

"Sure thing," Bruce said, picking up the samples. "We're pretty much finished with the designs here." He glanced at Tony. "All that's left is to machine the eye and find somebody who's qualified to do the surgery, which, for the last time, no, I'm not, and you _definitely_ aren't."

"We can talk about that later," Tony said dismissively, rounding on Bucky. "First things first—Iron Giant! How's the ear? No pain?"

"Feels good," Bucky said, tapping his left ear. "No problems."

"_Really_ no problems?" Tony pressed. "Or no problems as in 'there are problems but I don't think they're important because I'm dumb and Hydra sucks'?"

"It's great," Bucky insisted. "Doesn't hurt at all."

"Good, them c'mon over here and have a look at this eye," Tony said, bringing up the projected holograms that he and Bruce had been working on when Peggy and Sharon walked in. "Bruce, give me a shout when you're done and we can all get lunch."

"Sounds lovely," Peggy said, smiling at Bucky as he went over to join Tony among the holograms.

"I'd come with you, but, uh… I really need to stay with Bucky," Steve said, lowering his voice. "He has moments where he, uh… drifts."

"Forgets where and when he is?" Peggy asked sympathetically.

"Forgets that he doesn't want to be the Winter Soldier anymore," Steve said, looking down. "And I'm generally the only one who can snap him out of it, so…"

"It's fine," Peggy assured him. "Sharon will come with me, won't you?"

"Sure," Sharon said, following Bruce over to the lift.

"I'll see you at lunch," Peggy promised Steve. "You can tell me all about the twenty-first century—and this time, I'll be able to remember it!"

Steve nodded. "Sure thing. I wanna hear more about your life, too. We never managed to talk for long enough in the nursing home. You can tell me all about the twentieth century!"

"It's a date," Peggy said with a grin.


	5. Chapter 5

_**12.45, May 23**__**rd**__**, 2014**_

"Don't worry, Miss Carter," Bruce commented as they rode the lift down to the medical labs. "I have very good control of my temper."

"I'm not afraid of you," Sharon said quickly.

"Yes you are," Bruce said mildly. "It's okay, I'm not offended. It's a pretty normal reaction. Natasha was terrified of me until we fought together in New York. I think the only people who were never scared were, uh, Tony, who's kinda… eccentric… and Steve, who's, well…"

"Steve," Peggy finished for him with a smile.

"Yeah," Bruce said sheepishly. "But anyway, I learned to control the Hulk a long time ago. The only time I really lose it is if I get fatally wounded, so, y'know, don't shoot me in the face or anything and we should be fine."

"If you get fatally wounded, wouldn't you be too dead to transform?" Sharon asked.

"You'd think that, but no," Bruce said with a deeply humourless smile. "The Hulk… he's invincible, see. Bullets bounce off and everything. So it's kind of a defence mechanism, and I can't control it. I can't be killed. Trust me. It's kinda the opposite of what Steve and James have, really."

"How so?" Peggy asked.

The lift stopped and the doors slid open. Bruce led them down a white, brightly-lit hallway. "Well, they heal much better than other people, and they have great disease resistance and all that, but if you put a bullet straight through their brain or cut their heads off, they'll die," he explained. "But like I said, there may be no upper limit to how long either of them'll live if that doesn't happen, and they won't age, either. I do." He ran a hand through his noticeably greying hair. "And, frankly, the gamma radiation in my body isn't exactly stable. Some kinda gamma poisoning or radiation sickness is probably gonna get me by my late sixties at best. I've made my peace with that. Until then, I'm content to let Hulk smash aliens and Nazis and whatever else threatens the planet, while I keep working on super-soldier serum." He stopped at a door and pressed his hand to the palm-lock on the door, leading them into some kind of control room. There was a hospital bed in the corner and a control panel in front of a long window into a room with nothing in it but a flat, white table.

"Are you still trying to create super-soldiers?" Peggy asked uneasily. "Debate about how ethical the whole program was started up after the war and, the last I remember, didn't really stop."

"Yeah, it was still raging when I was working for Ross," Bruce said, going over to the panel and having a look over it. "I'm not interested in soldiers, I'm interested in healing effects. Your Alzheimer's and arthritis, Steve's asthma and arrhythmia… we could have a cure for all human illness on our hands, not just the ones that begin with A."

Sharon laughed. "Noble goals."

"I'm just reaping the noble benefits of ignoble methods here," Bruce admitted. "Out of the four samples I've got now, only half of us consented to our procedures, and Steve's the only one who got exactly what he expected. My samples aren't much use, anyway. A guy I used to work with called Stern tried developing medicine using my blood samples, but test subjects never survived… Now, Mrs Carter, can you please take off anything metal?"

"Please, call me Peggy," Peggy said with a smile, removing the various items of Sharon's arsenal that she still had on her and her shoes.

"Okay then, Peggy," Bruce said, gesturing through the window, "when you're ready, please go lay down in there. Try to lie as still as possible, okay? But let me know if you need anything or are uncomfortable at any time."

"Thank you," Peggy said, going through the door and lying down on the table. Bruce started activating the full-body scan, watching the display screen intently as the first basic vitals started to flash up.

"Doctor Banner," Sharon said tentatively, "I feel like I need to apologize."

"Don't worry about it," Bruce said immediately.

"No, I do," Sharon insisted. "You've been very kind, and the Captain clearly trusts you, but I've been very hostile."

"The Hulk has that effect on a lot of people," Bruce said dryly.

Sharon shook her head. "It's not that," she said. "Well, a little. But mainly, it's…" she leaned back against the hospital bed, crossing her arms. "I'm trained as an undercover agent. It's my job to project a false identity and to see through other people's. I'm paid to be paranoid, to be suspicious of apparently ordinary people. Then, one day, people I worked with, people that I'd worked alongside, people that I _trusted_ turned out to be in on a plan for world domination and I didn't suspect a damn thing."

"It wasn't your job to be suspicious of your fellow agents," Bruce said. "Or was it? I mean, I assume that SHIELD did have people whose job it was to be suspicious of SHIELD people. Was that you?"

"No, but… I should've seen _something_," Sharon insisted. "I feel blind, Doctor Banner, like I can't tell friend from foe. How do I know you're not Hydra? How do I know anybody isn't Hydra? They got _everywhere_. _Everyone_ could be a threat. You, Stark, definitely the goddamn Winter Soldier…"

"Do yourself a favour," Bruce advised, not looking up from the readouts, "and never call him that in front of Steve. Or just generally don't. He doesn't like people giving James trouble over what Hydra turned him into. James beats himself up enough about it." He shook his head.

"My aunt trusts him," Sharon said. "So I want to. But…"

"You don't have to trust everyone straight away," Bruce assured her. "Trust doesn't come easily, and with everything that's happened recently, it probably shouldn't. Still, nobody's gonna be able to take Hydra down alone. That's kinda what the Avengers were formed for, according to Fury. Remarkable people to take down the threats that nobody could face alone… and not necessarily working in the confines of SHIELD, either." He grinned self-consciously. "That paranoia you described? I'm pretty sure that's how Fury lives his whole life. It's how I lived for a long time. It's pretty damn lonely, though, so if you feel comfortable being friends, feel free to call me Bruce."

"Sharon," she said, smiling back. "And you can _definitely_ count me in for fighting Hydra. Maybe I'll stop being scared of them like monsters under my bed once I've dragged some of them out and shot them down."

Bruce laughed. "I, uh, don't know if that's a professionally advised form of therapy," he said. "Although, speaking of… if you feel up to it, you should try speaking to Sam Wilson. He worked as a PTSD counsellor in between coming back from the Middle East and helping Steve bust up SHIELD. He's kinda hit the mother lode here."

"I can imagine," Sharon said, thinking of the circa 1939 look of Steve Rogers' apartment.

{}

_**13:30, May 23**__**rd**__**, 2014**_

"Hey, you're here!" Steve said, standing up and grinning brightly as Bruce, Peggy and Sharon walked into the spacious living room of Steve Rogers' Avengers Tower apartment.

It was clearly designed and furnished by Stark, all sleek modern furniture and a truly gigantic flat-screen TV. The bookshelves were stacked with modern-looking books (Peggy recognized the Harry Potter series; even advanced dementia couldn't keep her from being aware of _that_. She wondered if Steve liked the series, or if the bookshelves had been stacked by somebody who felt like Steve had some reading to catch up on). Steve had managed to make some impression on the room, though. A couple of sketchbooks and scattered pencils and charcoal sticks were strewn across a side table, and the walls were decorated with black-and-white photos and sketches that Peggy recognized as having been drawn by Steve himself.

"So what's the verdict?" Tony asked.

"So far, all looks good," Bruce promised. "Peggy's in perfect health."

"Brilliant! Then c'mon over so we can open some of this Chinese we ordered," Tony said. "Captain Manners wouldn't let us start 'til you three turned up." He gestured to a giant stack of white cardboard boxes that were almost completely hiding a round wooden coffee table. Tony, Steve, Bucky and a brown-skinned man with black hair that Peggy didn't know were seated on a semicircular black couch that surrounded the table.

"Is that her? Damn, man, she looks exactly like your drawings," the new guy commented, standing up. "I'm Sam Wilson. Nice to meet you."

"Oh, of course, Bruce mentioned you," Peggy said, walking over to shake his hand. "It's very nice to meet you, Sam. I guess you already know that I'm Peggy Carter, and this is my grand-nice, Sharon."

"It's an honour to meet you, Mr Wilson," Sharon said. "I was at the Triskelion. We all saw you fighting with the Captain. You're a hero."

"Glad to see you made it out, ma'am," Sam said, unsmiling. "Hydra got the drop on a lotta good people that day."

"Not that I'm not grateful to all you Insight-busting heroes, because seriously, I saw the target scheme and I know that I was three seconds from getting a smart round in my brain," Tony commented, picking up one of the boxes, "but if you guys don't sit down I'm eating all the chow mein."

"Y'know, the first time I heard someone talk about ordering Chinese food after I woke up, I thought they were actually bringing it from China," Steve confessed as they all sat down and started opening boxes. "I mean, we had Chinese restaurants in the thirties and forties. This was just a couple of days after I woke up, though, so everything seemed so high-tech, especially after someone first told me people had been to the _moon_. Thanks," he added, smiling warmly as Bucky handed over an open box of noodles.

"They're your favourite," Bucky muttered, turning away and rooting through the boxes.

"We totally could fly food in from China if we wanted," Tony promised. "The future's a magical place. But it'd take hours and I'm hungry now. Besides, Dim Sum Lose Sum's dumplings blur the line between food and sex."

"Charming," Peggy said, taking one of the offered dumplings and taking a bite. "…well. This is just speaking as someone who's eaten nothing but nursing home food for twenty years, but…"

"Auntie, I'm very glad for you getting a new lease on life, but I really don't want to hear how you feel about the line between food and sex," Sharon commented, taking a dumpling. "…Mmmmmm. They are _good_, though..."

"What did I tell you?" Tony crowed. "And trust me, I've had a _lot_ of good sex, so when I say it…"

"Tony, man, I don't think you should talk like that in front of a lady old enough to be your grandma," Sam pointed out.

"Young man, if I had ever in my life had any interest in being an old-fashioned lady, I wouldn't have fought my way into the SSR," Peggy chastised him.

"Watch yourself, Sam," Steve laughed. "First time I ever saw a guy talk down to Peggy, she broke his nose."

"She once…" Bucky ventured slowly. Everyone immediately clammed up, looking expectantly at him. "I don't remember where we were. We had to work with a unit from… from Italy…?" he looked at Steve, who nodded. "Their officer wanted to know who brought their squeeze along and she…" he smiled. "She dislocated his shoulder."

"Do you remember what happened after that?" Peggy asked with a smile. Bucky shook his head. "That's alright. You said you wouldn't." Bucky frowned in confusion.

"Oh, yeah," Steve said with a laugh. "That officer started yelling about reporting you for insubordination, but the only witnesses were Howling Commandoes and we all said we didn't see a thing."

"Right…" Bucky said, nodding.

"You three all knew each other back in the war," Bruce commented. "Maybe having two people around that James used to know will help his memories come back faster."

"I certainly hope so," Peggy said. "It's a miracle that both of you are alive."

"Man, I'd pay cash money to see the looks on the faces on the Hydra higher-ups when they find out it ain't just them who came back," Sam chuckled. "They got three ninety-odd-year-old Nazi-bustin' supersoldiers standin' in their way!"

"Good grief, that sounds like a comic book," Peggy said with a grimace.

"Hey, I had a comic book," Steve protested.

"And it's in reprint and on sale in the official Avengers memorabilia line," Tony said, shovelling rice into his mouth. "Kids love some old-timey Nazi-fighting action. Can't say I'm all that juiced about getting some new material for them, but hey, at least it's not aliens."

"I dunno, at least you could tell the Chitauri apart from regular people," Bruce commented.

"I'd like to hear more about that," Peggy asked. "And by the Avengers, do you mean the Avenger Initiative? How on earth did that ever get off the ground?"

"Oh, man, crazy story," Tony laughed. "Okay, so, first time _I_ heard about it was, like, six years ago…"

{}

_**19.45, May 23**__**rd**__**, 2014**_

The amount of food that had been ordered was immense, but Peggy felt hungrier than she ever had in her life, and she, Steve and Bucky finished off the lion's share. When they did, Bruce commented on their metabolisms and excused himself to go back to his lab and look through Peggy's bio-scans in more detail. Shortly thereafter, Sam offered to show Sharon down to the gym to teach her some cathartic punching-bag workouts.

"Y'know, it's a good thing that that guys loves what he does," Tony had commented, "because he never really stops doing it."

"Sam's good at looking after people," Steve had replied. "Especially people who aren't any good at looking after themselves."

He'd looked significantly at Tony when he said that. As the four of them talked, Peggy could understand why. Tony exuded all the tremendous amounts of charm, highly inappropriate sense of humour and wild genius of Howard Stark, but with none of the real confidence. Peggy was sure that Howard had never had a moment's doubt about anything he ever did, at least until his later years, when he'd been steadily overcome by a paranoia that in hindsight was completely justified.

Tony acted like he had neither doubt nor fear, but he overplayed it into bravado and eventually excused himself to "let you old folks catch up". Something about being alone with them made him uncomfortable, and for once it didn't seem to be Bucky.

What Bucky had been through horrified Peggy, even if he didn't remember most of it and didn't seem particularly bothered. If anything, that made things worse. He mostly listened to Peggy and Steve talking, not looking up at either of them. Peggy only knew that he was listening at all because he would occasionally contribute, managing to dredge up some faint recollection and then immediately looking to Steve in a heartbreakingly lost way, desperately seeking validation of his vague memories. Peggy changed the conversation as soon as possible to telling them about her life and everything that had happened after the war, and Steve was absolutely enraptured by every story she could think to tell about her husband, children and grandchildren. He was genuinely thrilled and happy for her and how her life had gone, and Bucky started joining the conversation a little more, curious about everything. Both of them were enthralled by the most mundane details of her day-to-day life, and it hurt Peggy to see. Both of them had had their whole lives ripped away from them by the war and by Hydra, and while maybe someday they could have peaceful, normal-ish 21st century lives, the lives that they would have had after the war were gone forever, and the people that they would have been. The shadows of what had happened to both of them in the seventy years after the war would hang over both of them for their entire lives.

_Then again, if Bruce is right, their lives might be a lot longer than anybody else's,_ Peggy thought, smiling slightly at the way that, at some point, Steve had put his hand comfortingly over Bucky's and neither of them had noticed or let go. She smiled slightly at that. _You're not in the military in the forties anymore, boys. Look after each other, not just on the battlefield._

"I'll, uh… be right back," Steve said, pointing in the direction of the bathroom. Bucky watched him go, then looked back at Peggy, opening and shutting his mouth a couple of times. Peggy waited patiently for him to find the words for whatever he was wanting to stay.

"When I died," he finally asked, "Steve said that it… hurt. Was he injured?"

"No," Peggy said at length. "He was… very quiet on the way back to London with Zola, I'm told. He was very subdued when he gave his report, very perfunctory, and then he vanished. I found him in a bombed-out pub, drinking any bottles that weren't broken. He'd gotten through so much by the time I found him that I think he'd have killed himself with alcohol poisoning if it weren't for Dr Erskine's serum… he wanted to get drunk and couldn't."

"Why did he want to get drunk?" Bucky asked, staring at her with open curiosity. _Does he remember what being drunk feels like?_ Peggy wondered. _Can he get drunk anymore? For that matter, can I?_

"Because he wanted to go out of his mind, I think," Peggy said softly. "He wanted to stop being able to think and feel. The same reasons lots of people drink too much, I suppose. It hurt more than he could bear, to lose you. Do you understand that?"

"I know that he wants to help me and I don't understand why," Bucky mumbled, looking down. "I've done awful things. I tried to kill him."

"Bucky, I don't think a thing that you could have done to him would have hurt him more than losing you did," Peggy told him. "I think a part of him died with you that day, and it never had time to heal. A few days later, he chose to crash-land the Red Skull's ship and save millions of lives, and ended up frozen for seventy years. Even if he hadn't… I don't know if anyone or anything could ever have replaced you."

"You could've," Bucky said, almost accusingly. "He… he loved you. He woulda married you, after the war."

"And I would've married him," Peggy said with a smile, "crippling inability to understand how to talk to women and all. I loved him, but that isn't the same thing. For goodness' sake, Bucky, he was going to run thirty miles behind enemy lines and fight through a fortress full of Nazis on his own on the off-chance that you might be alive. We might have had a future, but you were a part of his entire life. Is it so surprising that, no matter how much you've change, he'll do anything to avoid losing you ever again? Once hurt him, and twice nearly killed him."

Bucky nodded. "I don't want him to die," he said quietly. "That was the thought that came to me first, and I didn't understand it." He glanced up at Peggy. "The thought ever cross your mind that you've got a second chance with him here?"

"I can't say that it hasn't," Peggy admitted, "but really, I'm in a very different position from both of you. You both had your lives taken from you within days of each other, and you're just recovering yourself now while Steve… well, he doesn't change, does he?"

Bucky shrugged. "Still felt like I knew him, even when I didn't remember him," he said.

Peggy nodded. "You're both still in your twenties, part of you," she said gently. "But I _am_ ninety-seven. I had my heart broken, and put it back together, and healed, and fell in love again. I was married to Tommy for nearly fifty years, and I still love him very much, even though he's gone. Love someone that much for that long, and it never really goes away, I think." She smiled slightly. "I've gotten to live a life full of enriching experiences like running SHIELD and having children. We're none of us the same people we were in the forties, and we'll all have to get to know each other all over again. At least all three of us have the advantage of already knowing that we're people worth getting to know, hmm?"

"I'm not the guy either of you remember," Bucky said quietly. "I never will be. But you still…"

"Want to be your friend? I do, Bucky," Peggy said, patting his hand. "Very much. And Tony, Bruce and Sam all seem quite friendly, and they didn't know you in the war. Even now, there's still more to you than the evil that was done to you, Bucky. It doesn't take the lens of our memories to see it."

"Isn't that what I keep saying?" Steve said, coming back through. "Nobody hates or blames you for what Hydra made you do, Bucky. Not even Tony. We just hate and blame Hydra, completely."

"Speaking of Hydra," Peggy said, "I fully intend to go after them. I take it as a failure on the part of my entire professional career that they're still around, and I intend to take full advantage of this happy mistake of theirs." She stood up, putting her hands on her hips. "I'm taking them down, with whoever else is willing to fight them."

"You wanna rebuild SHIELD?" Steve asked.

"I think that name may now be unfortunately tainted, but in essence," Peggy replied.

"Mrs Carter," Jarvis put in. Peggy automatically looked around for a moment, startled by the disembodied voice that had been absent since she'd arrived in Steve's apartment. "Forgive my intrusion, as it was Mr Stark's wish that your conversations not be interrupted, but this seems a prudent moment to inform you that Agent Hill has a meeting tomorrow morning at 0800 with the only remaining member of the former World Security Council, who wishes to be informed of her progress in identifying loyal SHIELD agents and Hydra defectors. Agent Hill has extended to you an invitation to join this meeting. I believe that you and she have complementing goals."

"Thank you very much, Jarvis," Peggy said, smiling uncertainly up at the ceiling. "Where will that be?"

"In a conference room here in the Tower, ma'am. Miss Potts will also be in attendance as the CEO of Stark Industries and thus the primary contractor of technology and weapons for SHIELD and now the sole provider for the Avengers."

"I want in," Bucky put in. "If you're going after Hydra. I'll fight."

"Bucky, are you sure you're ready for that?" Steve asked uneasily, putting his hand on Bucky's shoulder.

"They made me ready," Bucky said darkly. "As soon as they replace my eye with the new one that Stark and Banner designed, every last filthy piece of Hydra tech will be out of my body. My memory isn't back fully, but it's coming. And I feel more… stable. I feel more like a _person_. I remember to eat every day without being told. I shave myself and I sleep at night. I haven't forgotten where I am and tried to kill you for more than two weeks. And it feels… good." He looked from Peggy to Steve. "And people like you two, real people, _good_ people, used to believe in me. For some goddamn reason, even people who didn't used to know me believe I'm a person. Hydra took all that away from me and I'm never going to let them do it again. They took away who I was and made me a tool that would obliterate my targets completely and without mercy." He clenched his fists. "I'm not a tool. I can choose my own targets. Let me show them what they have made of me."

Peggy hadn't heard Bucky say so many words together since 1944, and a little fire had sparked to life in his eyes. That was enough to make Steve nod in agreement, even as a muscle in his jaw jumped when Bucky spoke of himself as Hydra's tool. "I won't let them take you ever again," he swore. He looked at Peggy. "I'm in for finishing what they started in the forties. That's what Erskine gave me this for, after all." He tapped his chest.

Peggy smiled at him. "He gave it to you because you deserve it, Steve," she told him. "Both of you deserved better than to have to keep fighting Hydra after all this time. You deserved better than a world infested by them. You deserved better than a life at their hands." She sighed. "I'm so, so sorry that I got things so wrong and left a world like this for you."

"Peggy, Hydra isn't your fault," Steve insisted.

"They grew in my organization, under my nose, beginning with an order co-authorized by me," Peggy insisted. "Howard and Colonel Philips are gone, so that leaves me to take responsibility, and I fully intend to do so. This time, I won't rest until not a single wriggling inch of Hydra remains."

"Hope you don't mean that literally," Bucky grumbled. "You try going a couple of days without sleep around here and you wind up with a lot of people on your ass about getting 'a proper rest'." He sounded so petulant that Peggy couldn't help laughing.


	6. Chapter 6

_**06:14, May 24**__**th**__**, 2014**_

Peggy opened her eyes and looked around, wondering where she was.

The bed she was in was large and soft, much too comfortable to be a bed in a hospital or nursing home, and while the furniture and décor was fairly bland, it was nicer than a nursing home as well. She wondered if she was in a hotel room. It was quite large, and she could see an ensuite bathroom through a door that stood ajar.

She tentatively stepped out of bed, surprised by how easy and painless it was to move. She stared down at herself in confusion. She was wearing a rather lighter nightdress than she'd worn in some time, and legs that she was standing on (and goodness, it had been decades since she'd shown that much of _them_, either) were young and toned, not old and wrinkled. She couldn't see _any_ of her veins.

Then it came back to her. The serum. Hydra. Bucky. Steve.

As she looked around, she realized that no light was coming through her drawn curtains, nor were any lights on in the room, but she could still see quite clearly. "What time is it?" she mumbled to herself, looking around for a clock.

"Good morning, Mrs Carter. It is six fifteen am." The lights slowly came up, illuminating the room at a comfortable rate.

"Oh my goodness," Peggy gasped, pressing a hand over her heart. "You startled me… Jarvis, wasn't it?"

"Yes, ma'am. I apologize for startling you," the AI said calmly. "If you wish to borrow some new clothes, there is a walk-in wardrobe across the hall that is well-stocked with a variety of clothing and sizes. Mr Stark believes in being prepared for unexpected guests. Mr Wilson is currently jogging and Miss Carter is not yet awake, so you will not be disturbed."

"Thank you, Jarvis," Peggy said, self-consciously combing her fingers through her bed hair. All of the private apartment floors had their own guest bedrooms, but Peggy had elected to preserve what she had no doubt was an old-fashioned sense of propriety by allowing Jarvis to direct her out of Steve's apartment and down to the levels dedicated entirely to guest bedrooms. Sharon and Sam also had rooms somewhere on the floor, and there was a communal kitchen and dining room. Apparently, Tony Stark had room to give as many as forty unexpected guests their own rooms, and with people sharing rooms and a good supply of campbeds, he likely had room to put up a small army in luxury.

Peggy pulled on a robe that was hanging on the back of the door and walked across the hall to open the wardrobe doors. "Oh my goodness," she muttered, stepping inside. Countless racks and stacks of clothing stretched ahead of her. She ran her fingers over a rack of men's clothes on her left, feeling expensive suits in eight sizes before noting that the suits were, in fact, divided into men's and women's sizes. What Peggy had traditionally thought of as women's suits were on her right, with jackets and skirts, but they too, interestingly, were divided into men's and women's sizes. "Tony doesn't know when to stop, does he?"

"Restraint is not a noted aspect of Mr Stark's character, no, ma'am," Jarvis said smartly.

"If you don't mind my asking, Jarvis," Peggy said, wandering down the aisle of clothes, "why do you have an English accent? Not that I don't mind hearing something other than American, but if Tony programmed you, then he decided how you would speak, didn't he?"

"My speech protocols do include accent options, ma'am," Jarvis informed her. "Mr Stark's preference setting is English. I believe he has commented that it sounds more refined."

"Well, I can't say I fault his taste," Peggy said with a smile, spotting a wine-red skirt and jacket with a cream-coloured blouse that looked to be in her size. She was curious about the variety of clothes on offer, but for a meeting to determine a plan of attack for dealing with Hydra, she wanted to look professional. "Tell me, Jarvis, suits haven't gone out of style, have they?"

"Never, ma'am," Jarvis replied. "Matching shoes are in the cabinet on your right."

"You're a treasure, Jarvis," Peggy said, pulling open the cabinet and going through the drawers for a pair of shoes in the right colour and size. She took her chosen clothes back across the hall, left them on her bed, and went into the en suite bathroom, which was unsurprisingly both oversized and extravagant.

The bath looked extremely comfortable, but Peggy indulged in a hot shower. Once her arthritis had kicked in in force, she recalled, she'd had to install a walk-in bathtub, the kind with a door and a handle. She'd hated the feeling of being an invalid, of increasingly being unable to move without aid. While her changed body still felt strange, it felt good to stand tall under the spray of the shower. She made a mental note to go to the gym later and see what she could do and if she could once again kick high enough to break a man's jaw.

She washed and blow-dried her hair. There were no curlers of the sort that she had known, only electric devices that she didn't know how to use. There was also a drawer full of hair dye in every colour of the rainbow. Like the clothes, Peggy elected to leave experimentation for a later time, sometime when she could get Sharon to walk her through modern hair and makeup. It seemed likely that she could get directions from Jarvis, as the AI seemed to know everything else, but there were some things she'd rather discover with a human than a computer.

She got dressed, availed herself of the truly impressive selection of makeup in the bathroom drawers, and headed down the hall towards the kitchen.

Sam Wilson was already in there, drinking a glass of juice and standing over one of the various machines on the counter. "Mornin', ma'am," he said, gesturing to the machine. "You want waffles?"

"That sounds lovely, thank you," Peggy said with a smile, looking through the boxes on the counter until she found some teabags. "You're up early. Have you been running?"

"Yeah, sorry about that," Sam said, wiping the back of his neck self-consciously. "Military rhythms never let you go, you know? I'm guessin' it's the same for you?"

"No, I've always been an early riser," Peggy said, filling the electric kettle and then rummaging through the cupboards for a cup. "I never received formal military training, except in codebreaking and procedures and such. I got very, very lucky to work with Colonel Philips. He was a strict military sort, but he was fighting a hard front, taking on Hydra. He was willing to use any talent he could find, whether it came from a civilian, a runaway German Jew, or a woman." The kettle clicked, letting off steam, and Peggy dropped a teabag into her cup and filled it.

"I'm guessin' you don't miss that part of the good old days," Sam said, pulling two plates out of the cupboard over his head and doling out two pairs of waffles from the waffle iron.

"It was the Second World War," Peggy reminded him, tipping her teabag out into the bin and going to the fridge for milk. "There wasn't much good about them."

"Really? I thought you old folks were all about the good old days," Sam teased.

"Oh, it's not the days that you miss," Peggy said, taking her tea and sitting down at the table. Sam handed her a plate. "Thank you. It's the people that you knew back then that you miss, and the person that you were. You miss being young and fit, you miss having your whole life ahead of you… well, I don't suppose I have to miss that now," she added, smiling wistfully.

Sam nodded, filling a bowl with fruit from the fridge. "You want honey or cream or anything?" he asked.

"No, thank you," Peggy said, picking up her fork and taking a bite of waffle. "Mmmm. You know, if there's any time I miss, it's really the sixties. My children were young, SHIELD was going from strength to strength, Tommy—" she stopped as her throat suddenly closed up and her eyes began to swim.

"You okay?" Sam asked gently, sitting across from her.

"Yes, I… God," she muttered. "This has all been so odd that I've barely been able to realize that it's _real_. The serum, Steve and Bucky, Hydra… it is like stumbling into a bit of the forties. But that isn't what's happened. It's the twenty-first century. It's just sinking in that it's _real_, and… I'll never see Tommy again." She blinked repeatedly. "It's silly, isn't it? He's been gone for fifteen years…"

"It's not silly," Sam told her. "You had Alzheimer's, right? So I'm guessin' you don't remember the past however many years too well."

"Yes, it's all a bit of a jumble," Peggy admitted. "I forgot what had and hadn't happened so often that I often didn't know which way was up… I'd forget that he was dead, then remember again, and it hurt like losing him all over again…"

"It never got a chance to sink in, did it?" Sam said sympathetically. "I think Steve's had the same problem, dealin' with losin' all the folks he used to know in the past. He wasn't there for their lives, or their deaths, or their funerals, so how's it supposed to sink in that they're just gone? I gotta say, I'm crazy pissed off at Romanov for leaking SHIELD's psych eval logs—I mean, Hydra's one thing, people's psychological shit is completely different—but I'm even madder at the idiot they sent to talk to Steve after he got outta the ice. I mean, it's not like it's impossible to get what Steve musta been goin' through, you know? There's been folks that come outta comas after years, decades, that have to deal with similar stuff, even if it ain't on the same scale. I'm not gonna go into the dumb shit that 'therapist' said because I'm just gonna get mad, but among the other stuff, they didn't seem to get that there was a difference, for Steve, between Barnes' death and all the others. All the other losses, he was dealin' with in an abstract kinda way, but Barnes…"

"He saw Bucky die right in front of his eyes," Peggy said with a nod. "And then a few days later, to him, he woke up in the future. It was still raw… it's still raw." She sniffed. "And it's even harder to lose someone who was with you for so long that they were a part of your life. We were married for nearly fifty years, Tommy and I. It's just so hard to believe that, after things settle down, I can never go home to him at the end of the day…"

"I can't even imagine," Sam said, shaking his head. "I ain't even been _alive_ fifty years."

"No girlfriend?" Peggy asked, smiling over her tea. "Or boyfriend? I'm not that old-fashioned, you know."

"Nah… last girlfriend ditched me durin' my last tour out east, and never really landed anyone else since gettin' back," Sam said with a shrug. "They say it's better to have loved and lost than never to have loved at all, y'know? I dunno if it's better or worse if the person you loved don't _choose_ to leave you."

"This isn't the first time I've loved and lost," Peggy sighed, "so I know I can survive. It's harder to lose Tommy than it was to lose Steve, but… I can survive." She smiled at Sam. "You're right. Fifty years is a long time to be in love, and I count myself lucky to have had it. It can be difficult for your significant other to handle military life if they haven't experienced it themselves. Intelligence work is much the same. Sharon's single, too."

"Auntie, please say I didn't walk in on what I think I did," Sharon groaned, wandering in in jogging trousers and a tank top. She filled a glass of water at the sink, glaring suspiciously at her aunt, who just smiled and ate a strawberry.

"Hey, she took it that way, not me," Sam said, raising his hands defensively. "We were just talkin' about what it's like, gettin' a new lease on life."

"You can't switch it off, can you?" Sharon said wryly, digging through the loaves in the bread bin and picking out a couple of slices of bread.

"Around here, it never ends," Sam replied with a grin. "Though I gotta say, I think your aunt's the most well-adjusted person I've talked to in weeks." He looked back at Peggy. "Ma'am, can I ask you a favour?"

"What's that?" Peggy asked, cutting up some more of her waffle.

"Steve's a good guy, as good as they come," Sam said, "and I know he'd move heaven and earth to help his buddy Barnes. But he tends to get kinda stuck in the past, and it ain't good for either of them. Just… don't let yourself fall into that, y'know?"

"I won't," Peggy promised. "And I don't intend to let them, either. The world has changed, and so have we. We can't go back. We have to start over." She took a sip of her tea. "Maria Hill invited me to a meeting she has in half an hour to discuss exactly that, as it happens. Do either of you want to come along?"

"You don't waste a second, do you?" Sharon said, shaking her head with a smile. "SHIELD's hierarchy doesn't really exist anymore, but I don't think I want to intrude on one of Agent Hill's meetings without being personally invited." She pulled her toast out of the toaster and started buttering it. "Besides, I've got shopping to do today. I haven't left anything sentimental in my flat, and Stark's got the essentials—and non-essentials—covered to a frankly frightening degree, but there's still a few things I'd like to get myself, like a new Kindle."

"Oh… Sharon, I'm so sorry," Peggy said, nearly dropping her fork. "You can't go back to your flat because I let Matheson go, can you?"

"Hey, I didn't kill her either," Sharon insisted. "It's fine, really, Auntie. I knew I wouldn't be able to go back no matter what. Like I said, I didn't leave anything important or irreplaceable there. I wanted to be ready to leave at a moment's notice, if SHIELD or anything like it ever re-formed." She smiled at her aunt. "If that's what you're doing, you can count me in."

"Me too," Sam said. "I don't really do politics. I'm just down for helpin' Captain America take down anybody who thinks shootin' twenty million people is the way to peace. 'Sides, I got some video calls planned with some of the folks I was doin' therapy with down at the VA, just to check up on how they're doin', you know?"

"Steve always did have a knack for surrounded himself with wonderful people," Peggy said with a smile, starting on her second waffle.


	7. Chapter 7

_**07:55, May 24**__**th**__**, 2014**_

When the lift doors opened, Peggy was surprised to see somebody already standing inside, a tall strawberry-blonde woman in a white dress suit.

"Oh, hello," Peggy said as she stepped inside.

The woman held out her hand for Peggy to shake. "My name's Pepper Potts," she said, smiling politely. "You must be Peggy Carter. Tony's told me all about you."

"Oh, I've heard about you too," Peggy said with a smile. "They tell me that you run Stark Industries these days."

"Well, I more or less did anyway when I worked as Tony's PA," Pepper said, rolling her eyes. "I just didn't get the actual executive power until about three years ago. Tony's never been too interested in the business side of things. He's happier left alone to tinker with things in his workshop, and honestly, running the company myself is less stressful than trying to make him do his paperwork."

"Is that why he gave you the company?" Peggy asked. "He already knew that you were the person best suited to run it?"

"Well, mainly he gave it up because he thought he was going to die," Pepper said, looking down, "but yes. After he recovered, he insisted that I keep the company because I was running it better than he ever did. I had to deal with a lot of sour grapes, though."

Peggy grimaced. "People thought you only got the job because of your relationship with Tony?" she asked.

"That's a polite way of putting it," Pepper said with a scowl. "Tony and I _are_ a couple, but that didn't start until after I became CEO and we've managed to keep it out of public knowledge. But you wouldn't believe the number of people who still treat me like I only got the job by sleeping with Tony."

"Oh, I can believe it," Peggy muttered. "I swear, sometimes the hardest part of running SHIELD was trying to dispel the notion that I got the position of director by sleeping with Howard. I wish I could say that I'm horrified that that hasn't changed, but really it's more like disappointment." She sighed. "My mother didn't spend half her youth in jail on hunger strike for this."

"I'm still grateful for the fact that it's thanks to women like her and you that I can be a CEO at all," Pepper said, smiling at Peggy as the elevator came to a halt. It opened up into a spacious conference room with ceiling-to-floor windows along one wall and a long wooden conference table. Maria Hill and a pale woman with short, straight, bright red hair were waiting inside, talking quietly.

"Natasha!" Pepper said, smiling and walking over to give the redhead a hug. "It's been too long. How are you? I didn't expect to see you here."

"Oh, I thought I'd drop by for a visit and Maria invited me in," Natasha said, smiling at Pepper and then glancing at Peggy with a delicately raised eyebrow. "She's been filling me in. Has the entire population of the Second World War followed Cap into the future? Because I'm not gonna be the one to fight super-serum Hitler."

"God, don't make me start worrying that that was faked," Peggy said with a grimace. "Hydra is bad enough. Are you Natasha Romanov? My niece mentioned you. She told me that you're one of SHIELD's best."

"Sharon's nice," Natasha said, shaking Peggy's hand. "Did she tell you I was the one who dumped all of SHIELD's secure files on the internet?"

"Ah… I think Sam mentioned that, yes," Peggy sighed. "I know you did what you did to expose Hydra. It was our policies of secrecy and our taking in men like Arnim Zola that allowed Hydra to grow."

"If it makes you feel any better about those policies, SHIELD's willingness to take in and retrain former enemies saved my life," Natasha said softly. "If SHIELD hadn't given me a chance, I'd just be another dead leftover of the Cold War."

"Well, I'm glad that not all of our good intentions went to waste, then," Peggy said. "Good morning, Agent Hill."

"Good morning," Maria said. "You might be interested to hear that Sandra Matheson was arrested late last night. She confessed that she was Hydra and that the gym was a Hydra lab, so that's public knowledge now, but she doesn't seem to have brought up the serum. She probably doesn't think anyone would believe her. The police officers going over the case are all clean, I saw to that, so there shouldn't be any suppressed information or evidence. I can't stonewall the missing persons hunt for you from going public for much longer, though."

"Thank you, Agent Hill," Peggy said gratefully. "I have been thinking about that, actually."

"Councillor Hawley will be ringing in any minute now," Maria said, gesturing to the empty chair at the head of the conference table. "We can start the meeting properly then. Pepper, is anyone else coming?"

"Well, you know why Tony and Bruce don't talk to the Council," Pepper said with a grimace, sitting down on side of the table with Peggy. "Steve would, but he doesn't like being that far apart from Bucky, and we _definitely_ can't bring him down, since the fact that he's even here is a matter of absolute secrecy. The Council could be bad enough about Bruce being free. I really don't want to know what she thinks about what should happen to the Winter Soldier, and Steve definitely doesn't."

"Is it still a council if there's only one of them?" Natasha asked as she and Maria sat across the table from Peggy and Pepper.

"Councillor Hawley is calling now," Jarvis reported. A glass tube slowly rose out of the floor around the chair at the head of the table. Peggy was half wondering if it was some sort of pneumatic tube when the semi-transparent image of a middle-aged woman in a black dress suit appeared on the chair.

"Councillor Hawley," Maria said. "Thank you for meeting me like this."

"I'm no more a councillor than you are an agent, Ms Hill, not anymore," the image of the woman said. "Not since one of my fellow councillors turned out to be leading Hydra and killed the other three. I supposed I should be grateful to Miss Romanova for hijacking my car, knocking me out and stealing my clothes."

_At least this one seems to be a real person,_ Peggy thought, looking up and down the tube and wondering how it made the image look like she was actually sitting on the chair.

"Well, you are the only Councillor still alive because of that," Natasha said. "I hope the headache from the gas wasn't too bad."

"I'd wager it wasn't as bad as a two-inch hole in my chest," Hawley sighed. She folded her hands in her lap as she looked over Pepper and Peggy. She looked vaguely familiar to Peggy, and the name Hawley was ringing some bells as well. "Miss Potts. I presume that you are here representing Stark Industries' investment in SHIELD?"

"SHIELD is gone, but Stark Industries intends to continue to offer financial, legal and technological aid to the Avenger Initiative," Pepper declared.

"I would assume that the Initiative died with SHIELD," Hawley said, glancing at Maria.

"Not necessarily," Peggy interjected. "The Initiative was designed by SHIELD, but was intended to be flexible and independent enough to incorporate remarkable individuals from all walks of life. If the participants of the Initiative are willing to continue following Captain Rogers' leadership, then the Initiative can continue."

Hawley frowned. "I'm terribly sorry, but I'm having trouble placing your face, Miss…?"

"Mrs, actually. Formerly Director. Peggy Carter," Peggy said. "I've actually been thinking the same about you, although… Hawley… were you the young lady from MI6? At the… well, I probably shouldn't discuss the name of the summit, but I recall that it was in '81, shortly before I retired. You had black hair then, didn't you, not blonde? Maybe that was why I couldn't place you."

Hawley's brow furrowed. "Unlike SHIELD, my service record and the organizations that I served under are not a matter of public record," she said slowly, "but I do recall meeting Director Peggy Carter of SHIELD in 1981. She gave a very compelling speech on the nature of sacrifice. However, I understood that she was not only currently missing, but also ninety-seven years old."

"As fantastic but true as finding a superhero from the forties who's been trapped in ice for seventy years and is still alive," Maria said wryly.

"And for not dissimilar reasons," Peggy added. "Hydra has continued to try to recreate Dr Erskine's serum, and a needle of it accidentally found its way into the hands of an assassin sent to kill me. I couldn't say why they felt it necessary to kill me, aside from quite probably a mix of hubris and pettiness. And I do recall writing that speech. It was really about self-sacrifice, because there was such a lot of nonsense going around about sacrifices that had to be made for the greater good…"

"…none of which was said by anyone who was sacrificing anything themselves," Hawley said quietly. "Yes, I remember that well. Goodness." She looked at Peggy contemplatively for along moment, then continued, "The question is: was that the only sample of their serum? It would be astonishing if they were so careless with their sole example of the substance."

"We don't know," Peggy admitted. "At least one of the scientists involved got away, probably more, but there was no more of the serum in the lab."

"They already have an Extremis-variant super soldier serum called Centipede," Maria said. "It offers superior strength and resilience, but doesn't have the regenerative properties. Up until recently, the rate of successful implementation was low, and while they managed to stabilize the serum in most of their subjects…"

"When Extremis goes wrong, it goes very wrong," Pepper said, looking ill. "It's an extremely risky substance to work with."

"Small wonder they're continuing to seek a more stable alternative, then," Hawley commented. "If they are building an army of super-soldiers, that is ill news indeed. No military in the world will be able to stand against them, not unless Mr Stark is willing to reconsider his position on mass-producing and selling his suits or Captain Rogers is willing to contribute to a reopening of investigations into creating super-soldiers."

"Star Industries is no longer in the global arms market," Pepper said firmly. "Iron Man suits will not be mass-produced for military use and are under strict copyright."

"And the super-soldier project wasn't closed after the war solely because we lost Captain Rogers," Peggy added. "Experimentation using the Captain's blood was unfruitful without Doctor Erskine, and Hydra only made any progression with their own variant using highly unethical human experimentation. Debate raged for years about allowing Doctor Zola to continue his experimentation, which… we have reason to believe that he did in secret."

"Captain Rogers is allowing Doctor Banner to investigate reproducing the serum for medicinal purposes," Pepper added. "Stark Industries is offering him financial support in this research on the basis that, in line with our ethics policies, it isn't weaponizable, and that means no super-soldiers. We refused to support Aldrich Killian's original Extremis research on that basis."

"Then you propose that the world's only line of defence against Hydra is the Avenger Initiative?" Hawley said coolly. "Vigilantes like Tony Stark? Aliens like Thor, who bring war and ruin to our cities and hold themselves above accountability? Uncontrollable monsters like the Hulk?"

"The Hulk is under control," Natasha replied coldly. "And for some reason, I feel safer with the Hulk's power in the hands of a man who prefers making medicine to razing cities. Tell me, how is Emil Blonsky these days?"

"Dr Erskine never intended to mass-produce his serum," Peggy added. "He always intended it to be used only on a small unit of hand-picked men… men like Steve Rogers. Colonel Philips wanted to give the serum to a soldier, to a big dumb thug who knew how to follow orders and kill on demand, but Dr Erskine chose Steve. He believed that the power of the serum was only safe in the hands of a man who could always be trusted to do the right thing, even if that meant going against orders."

"Even if he drove Director Fury nuts, it's true that his judgement's never been wrong," Maria commented. "He hated Project Insight from the moment he found out about it. Let's face it, the only people who've ever had a reason to regret Steve Rogers becoming Captain America are Hydra and Loki."

"I know you don't trust the Avengers because they're not controlled and regimented like an army," Peggy said to Hawley, "but entering into a super-soldier arms race isn't the answer. Armies are not the answer. The Howling Commandoes were seven men who destroyed Hydra bases that armies couldn't breach."

"This isn't the Second World War, Mrs Carter," Hawley said.

"And it isn't the Cold War either, Mrs Hawley," Peggy replied. "Hydra are not playing arms race chicken. They are not going to stockpile weapons and glare over borders. Hydra do not have any national affiliation. They are the enemy of every country in the world and they are _moving_. There's no secrecy anymore." Natasha looked down at her hands. "People know that there is a real threat hanging over us all. Do they know that they're protected? Do they know that _anyone_ is fighting for them?"

"Military responses worldwide have been haphazard at best," Maria grumbled. "Most of them have been focused on SHIELD in general, not Hydra in particular. SHIELD agents, innocent and guilty alike, have been arrested and in some cases _executed_ in almost every country in the world. I know for a fact that a lot of good people are still in jail and I no longer have the political power to negotiate for their release. Clint Barton, Bobbi Morse and at least two dozen other good agents that were on Hydra's threat list have vanished entirely and I don't know if they're in shallow graves or if they're hiding out from Hydra and SHIELD both because they don't know who to trust. Just keeping one team of clean agents active is taking all of my resources."

"You still have a team of agents under your command?" Hawley asked.

"Not exactly," Maria replied uncomfortably. "SHIELD's hierarchy is gone. They're hunting Hydra entirely of their own initiative, because they believe that it's the right thing to do. I should mention that four of them were on Hydra's list of threats to be eliminated by Insight, and the other two only escaped the list because Hydra wanted to recruit them for their scientific prowess. They refused and were nearly killed for it. They are all trustworthy people, and they're just trying to do the right thing. But I don't have the diplomatic power to protect them anymore."

"Where are they now?" Natasha asked.

"Dodging being arrested while trying to make contact with a pair of astrophysicists who've gone on the run after Hydra attempted to take them," Maria said. Natasha quirked an eyebrow and Maria nodded. Natasha nodded back, looking thoughtful.

"Loss of political protection is why Doctor Banner refuses to work with anyone other than Stark Industries or even leave the Tower," Pepper added. "He's terrified that the US military will try to snatch him if he sets foot outside, and with good reason, since General Ross turns up here about once a week to cause trouble. He's not the only one, either. And Colonel Rhodes and I are having to put a lot of work into maintaining a relationship with the military that will keep Tony from getting shot out of the sky the next time he puts on an Iron Man suit."

"I can't reform the World Security Council," Hawley said with a frown. "The Council was formed to oversee SHIELD, which no longer exists."

"But you still have political pull and connections," Peggy pointed out. "I'm afraid that mine have rather degraded in recent years. Your support, and any other support that you can raise for the Avengers Initiative, would be necessary in order to fully engage in a fight back against Hydra. The Avengers need to be able to show their faces in public without being afraid of anyone except Hydra coming after them. And that isn't just to reassure the civilians. As Agent Hill said, there are a lot of good people out there who are willing to fight against Hydra, but they can't do it alone and they don't know who to trust. During the war, Captain America and the Howling Commandoes were a beacon that the allies sorely needed. The world needs another such beacon now."

"You want a propaganda blitz of the Avengers fighting Hydra?" Hawley snorted.

"I want the Avengers to be free to do the right thing," Peggy said firmly. "I want to protect the world from Hydra. What do you want, Mrs Hawley?"

"To avoid a disaster like Project Insight," Hawley sighed, folding her arms and sitting back. "I'll admit, distrusting the capabilities of the Avengers in New York led to us making quite a terrible mistake. And if Stark Industries is funding the Avengers… well, compared to getting the funding for Project Insight, getting a few diplomatic immunities is child's play." She glanced at Peggy. "Your name still commands a lot of respect, Director Carter. It may still open more doors than you think."

"If my name is necessary, then by all means," Peggy said. "I include myself in the Avengers Initiative. Complete transparency means making my situation also public knowledge, and I'm perfectly fine with that."

Hawley nodded. "I'm making no promises concerning international influence," she said, "but send me the names of any SHIELD agents that are wrongfully incarcerated on British soil and I'll see what I can do."

"Right away," Maria said, beginning to type into her tablet computer.

Hawley nodded. "The identities of the Avengers will affect what can be done," she said, glancing at Natasha. "Miss Romanova has been sentenced to the death penalty in at least nine countries, I believe." Peggy thought of Bucky and wondered how many countries would kill him on sight, legally or not. "And aside from the destruction of Project Insight, which left nothing but chaos in its wake, the world hasn't yet seen the Avengers face Hydra. I don't know how much support I can drum up… but I'll see what I can do."

With that, she vanished.

"That could've gone worse," Maria sighed, sitting back.

"Not that I have ever seen Tony illegally spying into conversations with the Council or anything, because he would _never_ do that, and it's a moot point anyway with the amount of SHIELD information that's now in the public domain," Pepper said quickly, "but I get the _impression_ that they're not usually that accommodating."

"I imagine everyone's rather shaken up right now," Peggy said. "Having something to do is doubtless something of a relief."

"Probably a good call to not tell her that your team is in the UK right now, though," Natasha said. "Dr Selvig and Dr Foster were last seen in London, right?"

"They'll be fine," Maria said with a little smirk. "As soon as the team makes contact, they'll be under divine protection."

"I didn't know Thor was back," Natasha said in surprise.

"Neither did I, until the team went to Dr Selvig's last known address and found a number of known Hydra agents that seemed to have been hit by lighting indoors," Maria replied. "I'm not going to risk asking too much of the Councillor yet, anyway. She could have cut us off entirely. Being associated with SHIELD isn't a safe place to stand right now."

"Being associated with the Avengers got me off alright," Natasha said with a shrug. "I openly dared the US government to arrest me in front of the world media and nothing happened."

"Mrs Hawley did say that, aside from Insight, nobody's seen how the Avengers fare against Hydra," Peggy commented. "If we wait for the politicians to give us a chance, we most likely won't get one."

Natasha smiled. "What do you have in mind?" she asked.

{}

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_*Insert endless happy screaming about _Agent Carter_ being confirmed here*_

_I remember being actually kinda disappointed when it turned out that the reason that the lady councillor (Jenny Agutter's wiki page tells me her name is Councillor Hawley) was kicking so much ass was that she was Natasha. Not that I don't love Natasha, but more kickass ladies is always a good thing. My headcanon is now that she's a kickass lady anyway, and now the only Councillor left..._


End file.
